Member) in accordance with Article VI of the OMI LLC Agreement. Shall cause the Purchase Price (net of any liabilities of OMI, as determined by Oncor, in its capacity as managing member) to be distributed to the Class B Members of OMI as of immediately prior to the Closing (each, a Class B Immediately following the payment of the Purchase Price, Oncor and OMI To OMI for the Interests is $25,959,261, which Purchase Price shall be paid to OMIĪt the Closing by wire transfer of immediately available funds in accordance with instructions previously delivered by OMI. The aggregate purchase price (the Purchase Price) to be paid by Purchaser Upon the terms and subject to the conditions set forth herein, at the Closing, inĬonsideration for the Purchase Price, OMI shall transfer and deliver to the Purchaser, and the Purchaser shall accept, acquire and receive from OMI, all of OMIs right, title and interest in and to the Interests.Ģ. In consideration of the premises, representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound,ġ. Sub) and Sempra entered into an Agreement and Plan of Merger, dated as of such date (as amended from time to time, the Merger Agreement), which agreement provides for, among other things, the merger of Merger Sub withĪnd into reorganized EFH at the closing contemplated by the Merger Agreement (the Merger Closing) Ĭonsummation of the Merger Closing, Sempra will be the indirect holder of all of the equity interests of Purchaser andĬapitalized terms used herein without definition have the respective meanings assigned to them in the Merger Agreement. (formerly Power Play Merger Sub I, Inc.) ( Merger ( EFH), the indirect owner of approximately 80% of the limited liability interests in Oncor, Energy Future Intermediate Holdings Company LLC, Sempra Texas Merger Sub I, Inc. WHEREAS, on August 21, 2017, Energy Future Holdings Corp. November 5, 2008 (as amended, the OMI LLC Agreement) WHEREAS, the Class B Members, OMI and Oncor are party to the Amended and Restated Limited Liability Company Agreement of OMI, dated as of WHEREAS, the Interests represent all of OMIs limited liability company interests in Oncor WHEREAS, as of the date hereof, OMI owns 1,396,008 units (the Interests) representing limited liability company interests This INTEREST TRANSFER AGREEMENT (this Agreement) is executed and delivered as of March 9, 2018, among Oncor Electricĭelivery Company LLC ( Oncor), Oncor Management Investment LLC ( OMI), Sempra Energy, a California corporation ( Sempra), and Oncor Electric Delivery Holdings Company LLC, a Delaware limited
0 Comments
Leave a Reply. |
AuthorWrite something about yourself. No need to be fancy, just an overview. ArchivesCategories |