Transfer of Trust Property to the Trust. Upon the formation of the Trust, Enduro paid good and valuable consideration to the Trust, in trust, for the uses and purposes provided in the Organizational Trust Agreement and in this Agreement. At (and subject to the occurrence of) the Closing the following transactions will occur:
(a) Enduro shall, or shall cause its Affiliates to, grant, bargain, sell, convey and assign to the Trust through the Merger, for the uses and purposes provided herein, the Net Profits Interest in consideration for [•] Trust Units to be issued by the Trust to Enduro, which Trust Units shall collectively represent the entire Beneficial Interest in accordance with Section 4.01. The issuance of [•] Trust Units is hereby duly authorized and, upon issuance at the Closing, such Trust Units shall be duly and validly issued and outstanding and, upon receipt by the Trust at the Closing of the consideration described above, the Trust Units will be fully paid and nonassessable without the requirement of any further consideration.
(b) The Trustee, on behalf of the Trust, shall enter into the Conveyance Supplement.
(c) Enduro and the Trustee, on behalf of the Trust, shall enter into the Registration Rights Agreement and the Merger Agreement.
Transfer of Trust Property to the Trust. Upon the formation of the Trust, Trustors paid good and valuable consideration to the Trust, in trust, for the uses and purposes provided in the Organizational Trust Agreement and in this Agreement. At (and subject to the occurrence of) the Closing, Trustors shall grant, bargain, sell, convey and assign to the Trust for the uses and purposes provided herein the Net Profits Interest and Pre-Effective Time Payment pursuant to the Conveyance in consideration for 13,863,889 Trust Units to be issued by the Trust to Trustors, which Trust Units shall collectively represent the entire Beneficial Interest in accordance with Section 4.01. The issuance of the 13,863,889 Trust Units is hereby duly authorized and, upon issuance at the Closing, such Trust Units shall be duly and validly issued and outstanding and, upon receipt by the Trust at the Closing of the consideration described in the preceding sentence, the Trust Units will be fully paid and non-assessable without the requirement of any further consideration.
Transfer of Trust Property to the Trust. Upon the formation of the Trust, Boaz Energy paid good and valuable consideration to the Trust, in trust, for the uses and purposes provided in the Organizational Trust Agreement and in this Agreement. At (and subject to the occurrence of) the Closing the following transactions will occur:
(a) The Trust and Boaz Energy shall enter into the Conveyance pursuant to which Boaz Energy shall, or shall cause its Affiliates to, grant, bargain, sell, convey and assign to the Trust, for the uses and purposes provided herein, the Net Profits Interest in consideration for [·] Trust Units to be issued by the Trust to Boaz Energy, which Trust Units shall collectively represent the entire Beneficial Interest in accordance with Section 4.01. The issuance of [·] Trust Units is hereby duly authorized and, upon issuance at the Closing, such Trust Units shall be duly and validly issued and outstanding and, upon receipt by the Trust at the Closing of the consideration described above, the Trust Units will be fully paid and nonassessable without the requirement of any further consideration.
(b) Boaz Energy and the Trustee, on behalf of the Trust, shall enter into the Registration Rights Agreement.
Transfer of Trust Property to the Trust. Upon the formation of the Trust, ECA paid good and valuable consideration to the Trust, in trust, for the uses and purposes provided in the Organizational Trust Agreement and in this Agreement. At (and subject to the occurrence of) the Closing the following transactions will occur:
(a) ECA and the Private Investors shall convey to the Trust the Perpetual Royalty Interests in exchange for 3,087,371 Common Units and 4,401,250 Subordinated Units to be issued to ECA and 1,313,879 Common Units to be issued to the Private Investors as set forth on Annex B hereto (collectively, the “Sponsor Units”);
(b) the Trust shall issue the Initial Common Units to the Underwriters for the cash consideration and on the terms set forth in the Underwriting Agreement;
(c) ECA shall assign the Floor Agreements to the Trust pursuant to the Assignment of Floor Agreements;
(d) ECA shall enter into the Swap Agreement with the Trust;
(e) ECA Sub shall convey to the Trust the Term Royalty Interests in exchange for $___ in cash;
(f) ECA and the Trust shall enter into the Development Agreement and the Administrative Services Agreement;
(g) ECA, certain of the Private Investors and the Trust shall enter into the Registration Rights Agreement; and
(h) ECA shall grant the Drilling Support Lien and the Royalty Interest Lien to the Trust. If the Underwriters exercise the Overallotment Option, on any Overallotment Option Closing Date the Trust shall issue the applicable number of Overallotment Option Common Units to the Underwriters for the cash consideration and on the terms set forth in the Underwriting Agreement. The issuance of the Initial Common Units, the Overallotment Option Units, the Sponsor Units and the 4,401,250 Subordinated Units is hereby duly authorized and, upon issuance at the Closing or the Overallotment Option Closing, as applicable, such Trust Units shall be duly and validly issued and outstanding and, upon receipt by the Trust at the Closing or the Overallotment Option Closing of the consideration described above, the Trust Units will be fully paid and nonassessable without the requirement of any further consideration.
Transfer of Trust Property to the Trust. Upon the formation of the Trust, PCEC paid good and valuable consideration to the Trust, in trust, for the uses and purposes provided in the Organizational Trust Agreement and in this Agreement. At (and subject to the occurrence of) the Closing the following transactions will occur:
(a) PCEC shall, or shall cause its Affiliates to, grant, bargain, sell, convey and assign to the Trust, for the uses and purposes provided herein, the Net Profits Interests in consideration for [•] Trust Units to be issued by the Trust to PCEC, which Trust Units shall collectively represent the entire Beneficial Interest in accordance with Section 4.01. The issuance of [•] Trust Units is hereby duly authorized and, upon issuance at the Closing, such Trust Units shall be duly and validly issued and outstanding and, upon receipt by the Trust at the Closing of the consideration described above, the Trust Units will be fully paid and nonassessable without the requirement of any further consideration.
(b) PCEC and the Trustee, on behalf of the Trust, shall enter into the Registration Rights Agreement.
Transfer of Trust Property to the Trust. Upon the formation of the Trust, MV Partners paid good and valuable consideration to the Trust, in trust, for the uses and purposes provided in the Organizational Trust Agreement and in this Agreement. At (and subject to the occurrence of) the Closing, MV Partners shall, or shall cause its Affiliates to, grant, bargain, sell, convey and assign to the Trust for the uses and purposes provided herein (i) the Net Profits Interest pursuant to the Conveyance and (ii) the Hedge Agreements Assignment in consideration for 11,500,000 Trust Units to be issued by the Trust to MV Partners, which Trust Units shall collectively represent the entire Beneficial Interest in accordance with Section 4.01 of this Agreement. The issuance of the 11,500,000 Trust Units is hereby duly authorized and, upon issuance at the Closing, such Trust Units shall be duly and validly issued and outstanding and, upon receipt by the Trust at the Closing of the consideration described in the preceding sentence, the Trust Units will be fully paid and non-assessable without the requirement of any further consideration.
Transfer of Trust Property to the Trust. (a) Depositor has paid to the Original Trustees, in trust, and concurrently with the execution and delivery of this Agreement the Original Trustees have transferred to the Trustee, and the Trustee has accepted and agreed to hold in trust, for the uses and purposes provided herein, the sum of Ten Dollars ($10.00). Pursuant to the Merger Agreement, Depositor has agreed to cause Company and/or its Affiliates, effective as of the Effective Time, to enter into the Master Conveyance as of the Closing and to grant, bargain, sell, convey and assign the Royalties to the Trust as provided for in the Master Conveyance, for the uses and purposes provided herein and for the benefit of the Unitholders, pursuant to the Conveyances.
(b) In accordance with the terms of the Master Conveyance (including Section 2.1(h) and Section 5.2 thereof), Grantor may at any time or from time to time, without the consent of the Unitholders, sell a divided or undivided portion of its interest in the Subject Interests, provided, however, that except as provided in Section 2.1(h) of the Master Conveyance, such sale shall be subject to and burdened by the Royalties that burden such portion of the interest held by Grantor or any of its Affiliates. Promptly after completion of any such sale, Grantor shall so notify the Trustee in writing. Any purchaser of such interest shall be the assignee of Grantor to the extent of the interest sold and shall be bound by the obligations of Grantor under this Agreement and the Conveyances to such extent. Notwithstanding any such sale, Grantor shall remain responsible for the performance of, and no such sale shall relieve Grantor of its responsibilities with respect to, its obligations to provide information and reporting to the Trust and Trustee pursuant to this Agreement.
(c) Concurrently with the execution and delivery of this Agreement, counsel to Depositor and Grantor are delivering legal opinions to the Trust and Trustee in form and substance acceptable to the Trustee.
Transfer of Trust Property to the Trust. Upon the formation of the Trust, VOC Brazos paid good and valuable consideration to the Trust, in trust, for the uses and purposes provided in the Organizational Trust Agreement and in this Agreement. At (and subject to the occurrence of) the Closing, VOC Brazos shall, or shall cause its Affiliates to, grant, bargain, sell, convey and assign to the Trust for the uses and purposes provided herein the Net Profits Interest pursuant to the Conveyance in consideration for 16,540,000 Trust Units to be issued by the Trust to VOC Brazos, which Trust Units shall collectively represent the entire Beneficial Interest in accordance with Section 4.01. The issuance of 16,540,000 Trust Units is hereby duly authorized and, upon issuance, such Trust Units shall be duly and validly issued and outstanding and, upon receipt by the Trust at the Closing of the consideration described above, the Trust Units will be fully paid and nonassesable without the requirement of any further consideration.
Transfer of Trust Property to the Trust. Grantor has (a) paid to the Trustee, in trust, and the Trustee has accepted, for the uses and purposes provided herein, the sum of One Hundred Dollars ($100) in consideration for 42,574,298 Units to be issued by the Trust to Grantor, which Units shall collectively represent the entire Beneficial Interest in accordance with Section 4.1 of this Agreement and (b) pursuant to the Merger Agreement, agreed to cause EEX and/or its Affiliates, after the Effective Time but on or before the Issuance Date to enter into the Master Conveyance and to grant, bargain, sell, convey and assign the Royalties to the Trust as provided for in the Master Conveyance, effective as of the Effective Time, for the uses and purposes provided herein and for the benefit of the Unitholders, pursuant to the Conveyances.
Transfer of Trust Property to the Trust. The Initial Grantors have --------------------------------------- granted to the Trust all of its right, title and interest in and to the initial Trust Property. The Initial Grantors hereby grant to the Trust an aggregate of 1,344,433 shares of Loomis Common Stock as initial Trust Property.
