{"componentChunkName":"component---src-templates-blog-post-ts","path":"/closing-conditions-may-include-the-acquisition-of-assets/","result":{"data":{"site":{"siteMetadata":{"title":"Clausehound Blog","author":"Joshua Koudys"}},"markdownRemark":{"id":"de305060-dbc1-5e85-8c84-ae8684ede1b7","excerpt":"Parties may wish to add closing conditions to a share purchase where part of the value of the shares/securities that are being purchased results from an action…","html":"<p>Parties may wish to add <strong>closing conditions</strong> to a share purchase where part of the value of the shares/securities that are being purchased results from an action yet to be taken by the company for example, the company’s purchase of specified assets.</p>\n<p><em>Emera Inc.</em> announced it has entered into a subscription agreement with <em>Algonquin Power &#x26; Utilities Corp.</em> (“Algonquin”) under which Emera has subscribed for 7,865,170 subscription receipts (“Odell Subscription Receipts”) at a price of $8.90 per subscription receipt, for an aggregate subscription price of $70 million. Each subscription receipt represents a right to one common share of Algonquin. </p>\n<p>Under the subscription agreement, the Odell Subscription Receipts will become convertible into common shares of Algonquin following the closing of Algonquin’s acquisition of Odell. The purchase of Odell is an example of a closing condition that would have to be satisfied before the conversion to common shares.</p>\n<h3>Takeway:</h3>\n<ul>\n<li>If you are participating in a share purchase, ensure that your closing conditions include all assets that you expect the company to purchase prior to the closing of the share purchase.</li>\n</ul>","frontmatter":{"title":"Closing Conditions May Include the Acquisition of Assets","date":"July 18, 2015","description":"Parties may wish to add closing conditions to a share purchase where part of the value of the shares/securities that are being purchased results from an action yet to be taken by the company.","author":{"id":"info@clausehound.com","first":"","last":null,"bio":null,"image":null},"tags":["Conditions of Closing","Subscription Agreement","Company Formation","info@clausehound.com"]}}},"pageContext":{"slug":"/closing-conditions-may-include-the-acquisition-of-assets/","previous":{"fields":{"slug":"/anti-dilution-clause-may-prevent-company-from-issuing-additional-shares/"},"frontmatter":{"title":"Anti-Dilution Clause May Prevent Company from Issuing Additional Shares","tags":["Term Sheet","Letter of Intent","Representations and Warranties","Subscription Agreement","Company Formation","Rajah","Share Purchase Agreement","Investor Term Sheet","Memorandum of Understanding"],"author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"}}},"next":{"fields":{"slug":"/when-guarantees-are-not-explicitly-included-in-a-commercial-lease-agreement-they-are-not-enforceable/"},"frontmatter":{"title":"When 'Guarantees' Are Not Explicitly Included in a Commercial Lease Agreement, They Are Not Enforceable","tags":["Commercial Lease","Definition of Commercial Lease","Commercial Activities","info@clausehound.com"],"author":{"id":"info@clausehound.com","first":"","last":null}}}}}}