本 普通股票購買協議 (本「協議本協議於2024年11月18日訂定(「生效日期」,由特拉華州有限責任公司LandBridge Company LLC(「公司」,以及本協議簽署頁面所列之投資者(各稱為「投資者”).
鑑於公司擬(i)直接或間接取得德州西部某筆土地面積(「收購根據公司與Wolf Bone Ranch Partners LLC之間的收購協議(「賣方”及有關該協議,即“收購協議)並贖回代表有限責任公司利益(「OpCo單位)在德拉瓦州有限責任公司DBR Land Holdings LLC中的單位OpCo”) (along with the cancellation of a corresponding number of Class b shares representing limited liability company interests of the Company (the “B類普通股” and, together with the Class A Common Shares (as defined below), the “普通股”)), owned by LandBridge Holdings LLC, a Delaware limited liability company (the “贖回”);
WHEREAS, to partially fund the Redemption and a portion of the purchase price for the Acquisition, the Company desires to sell to the Investor, and the Investor desires to purchase from the Company, certain Class A shares representing limited liability company interests of the Company (“A級普通股份根據本協議的規定,並根據1933年修訂的證券法案第4(a)(2)條的規定,"證券法”);
結束股份出售購買的結案(簡稱“結束”)將在滿足或豁免結算所列條件後,通過遠程交換文件和簽署進行。 第IV條 和 第五條款 (除了那些根據性質在交割時應滿足的條件外,但仍需滿足或豁免那些條件)。交割發生的日期在此稱為“交割日。”在公司合理預期所有交易的交割條件被滿足或可被豁免的日期(“預期交割日期),公司應提前不少於三(3)個工作日向投資者發出書面通知(“Closing Notice”) specifying (i) the Expected Closing Date and (ii) the closing bank account details (wire instructions) for delivery of the Aggregate Purchase Price to the Company on the Closing Date. Notwithstanding the foregoing and anything in this Agreement to the contrary, if Investor is (a) an investment company registered under the Investment Company Act of 1940, as amended, (b) advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (c) otherwise subject to internal policies and/or procedures relating to the timing of funding and issuance of securities, such Investor shall not be required to initiate the funding of its Aggregate Purchase Price until it confirms receipt of evidence of the issuance of such Investor’s Shares from the Company’s transfer agent in form and substance reasonably acceptable to the Investor (and the Company shall use reasonable best efforts fto cause its transfer agent to deliver such evidence). Unless otherwise provided herein, all proceedings to be taken and all documents to be executed and delivered by all parties at the Closing will be deemed to have been taken and executed simultaneously, and no
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proceedings will be deemed to have been taken or documents executed or delivered until all have been taken, executed or delivered.
1.5
首次公開公告和所需的文件提交.
(a)
The Company shall issue a press release announcing the transactions contemplated by this Agreement (the “Transactions”) and the Acquisition, which, together with a contemporaneous investor presentation to be posted on the Company’s website and referenced in the Press Release, will publicly disclose all material non-public information previously provided to the Investor (the “新聞稿不晚於美東時間上午9時在本協議簽署日期後的第一個工作日,公司應向委員會提交一份描述本協議、交易和收購重要條款的8-k表格,並附上本協議及登記權協議的各份附件的當前報告。當前 合併於此處”).
雖然本協議中的任何事項均相反,但公司不得公開披露投資者或其聯屬公司或顧問的姓名,或在任何新聞稿、其網站、任何市場營銷材料或投資者展示中,或在社交媒體渠道中,或在任何SEC報告或任何監管機構或交易市場中,未經投資者的事先書面同意(以電子郵件為便利),除非(i)根據聯邦證券法或根據監管機構的例行程序,或(ii)在法律要求下,應根據委員會的公司財務部工作人員的要求進行此披露(即“員工”) or regulatory agency or under the regulations of any national securities exchange on which the Company’s securities are listed for trading, in which case for clauses (i) and (ii), the Company shall provide the Investor with prior written notice of such disclosure permitted hereunder. Subject to, and in accordance with, the terms and conditions of the Registration Rights Agreement, the Company shall, as soon as practicable after the Closing of the Transactions, but in any event within 30 days after such Closing, prepare and file with, or submit to, the Commission a Shelf Registration Statement or file a post-effective amendment or prospectus supplement pursuant to a Registration Statement, as applicable, under the Securities Act covering the resale of, at the election of the Investor, all or a portion of the Shares on a delayed or continuous basis and shall use commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as reasonably practicable after the filing or submission thereof.
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第二條款
公司的陳述與保證。
The Company hereby represents and warrants to the Investor that the following representations are true and correct as of the date hereof (except to the extent any such representations and warranties expressly relate solely to a specified date, in which case such representations and warranties are true and correct as of such specified date).
2.1
Organization, Valid Existence and Qualification. Each of the Company and its Subsidiaries has been (i) duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, with power and authority (limited liability company, corporate and other) to own its properties and conduct its business as currently conducted, and as proposed to be conducted, and (ii) duly qualified as a foreign limited liability company, corporation or otherwise for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except, in the case of this clause (ii), where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the Subsidiaries listed on 附件B 此處的
某些變更的缺席. Except as set forth in the SEC Reports, since the date of the Company’s latest audited financial statements through the date of this Agreement, the Company has not experienced or suffered any Material Adverse Effect and is not aware of any facts or circumstances that would result in a Material Adverse Effect.
2.10
無需註冊. Except as contemplated by the Registration Rights Agreement and the Existing Registration Rights Agreement, and assuming the accuracy of the Investor’s representations and warranties in 第三條款, (i) neither the filing of the Registration Statement pursuant to the Registration Rights Agreement nor the offering and sale of the Class A Common Shares as contemplated by this Agreement gives rise to any rights for, or relating to, the registration of any Class A Common Shares or other securities of the Company, and (ii) the issuance and sale of the Shares pursuant to this Agreement is exempt from registration requirements of the Securities Act.
2.11
無登記權. Except as contemplated by the Registration Rights Agreement and the Existing Registration Rights Agreement, there are no contracts, agreements or understandings between the Company and any Person granting such Person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company owned or to be owned by such Person or to require the Company to include such securities in the Registration Statement or in any other registration statement filed by or required to be filed by the Company under the Securities Act.
2.12
SEC Reports and Other Information本公司已按時提交或已取得有效的展延期限並在任何該等展延期限到期之前提交了所有需要向委員會提交的SEC報告。這些SEC報告,包括但不限於任何經過審核或未經審核的財務報表以及其中包含的附註或附表,在提交時(或有關申報表的情況下,僅在生效日期)(除非被後續SEC報告更正)(i)沒有包含任何虛假陳述或遺漏應在其中陳述的重大事實,或者有必要澄清的事實,使得陳述在作出時的情況下並非誤導性,且(ii)在各方面符合交易所法和證券法的適用要求。截至本日期,對於任何SEC報告,工作人員的評論信中沒有重大未解決的意見。公司介紹(如下所定義)不包含任何虛假陳述或遺漏應在其中陳述的重大事實,或者有必要澄清的事實,使得陳述在作出時的情況下並非誤導性。
2.13
獨立註冊公共會計師事務所Deloitte&Touche LLP已經證明了公司及其子公司的某些財務報表,根據證券法和委員會相關規則和法規的要求,是對公司獨立的一家會計師事務所。代表公司向Land、Improvements和Surface rights部門的D.k. Boyd Land and Cattle Co.(以下簡稱“公司”。East Stateline RanchWeaver and Tidwell, L.L.P.已經證明了WolfBone Ranch Partners LLC的某些財務報表,根據證券法和委員會相關規則和法規的要求,是對East Stateline Ranch獨立的一家會計師事務所。狼骨農莊它已經向公司陳述,根據證券法和委員會相關的規則和法規,必須獨立處理狼骨農莊的會計事務。
無勞資糾紛;無勞動法違規通知. There are no existing or, to the Company’s Knowledge, threatened or contemplated labor disputes with the employees of the Company or its Subsidiaries. Neither the Company nor any its Subsidiaries is a party to any collective bargaining agreement.
2.23
環保母基合規性. (i) Neither the Company nor any of its Subsidiaries are in violation of, and, to the Company’s Knowledge, do not have any liability under, any applicable federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law, or decision or order of any domestic or foreign governmental agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (as defined below), to the protection or restoration of the environment or natural resources, to health and safety as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “環境法律”), (ii) neither the Company nor any of its Subsidiaries is liable or allegedly liable for any Release or threatened Release of Hazardous Substances, including, to the Company’s Knowledge, at any third-party storage, treatment or disposal site, (iii) neither the Company nor any of its Subsidiaries is subject to any pending, or to the Company’s Knowledge, threatened, claim by any governmental agency or governmental body or person arising under Environmental Laws or relating to the release of or exposure to Hazardous Substances and (iv) the Company and its Subsidiaries have received, are in compliance with all permits, licenses, authorizations, consents, waivers, exemptions, or other approvals required under applicable Environmental Laws to conduct their business as currently operated, except in each case covered by clauses (i) through (iv) such as would (A) not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (B) to the Company’s Knowledge, there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim pursuant to any Environmental Law that would reasonably be expected to have a Material Adverse Effect. For purposes of this subsection, “危險物質「」指(1)石油及石油產品、副產品或降解產品、放射性物質、含石棉物料、全氟或多氟烷基物質和多氯聯苯等,以及(2)在環境法規定或管制下定義或規定為有毒或危險或為污染物、污染物質或廢物的任何其他化學品、物料或物質。釋放「」指任何流出、滲漏、抽取、倒出、排放、排空、排放、注入、逃逸、遷移、滲漏、傾倒或處置至環境。
無違反就業法律.(i)每個雇員福利計劃均符合1974年修訂的《員工退休收入安全法》第3(3)條的定義。ERISA”), for which the Company or any member of its “Controlled Group” (defined as any entity, whether or not incorporated, that is under common control with the Company or OpCo within the meaning of Section 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company or OpCo under Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the “編碼”)) has any material liability (each, a “計劃”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no Plan has failed (whether or not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the Code)
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applicable to such Plan; (iv) no Plan is, or is reasonably expected to be, in “at risk status” (within the meaning of Section 303(i) of ERISA), and no Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA); (v) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable event” (within the meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to occur, excluding any reportable event for which a waiver could apply; (vii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; (viii) neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA); and (ix) none of the following events has occurred or is reasonably likely to occur: (1) a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Company and its Controlled Group affiliates compared to the amount of such contributions made in the Company’s and its Controlled Group affiliates’ most recently completed fiscal year; or (2) a material increase in the Company’s and its Subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to the amount of such obligations in the Company and its Subsidiaries’ most recently completed fiscal year, except in each case with respect to the events or conditions set forth in clauses (i) through (ix) hereof, as would not, individually or in the aggregate, have a Material Adverse Effect.
Accredited Investor or Qualified Institutional Buyer. The Investor understands the terms “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act and “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and at the time the Investor was offered the Shares, it was, and as of the date hereof, it is either: (i) an “accredited investor” or (ii) a “qualified institutional buyer” for the purposes of acquiring the Shares to be purchased by the Investor under this Agreement. Furthermore, the Investor is an “institutional account” as defined in FINRA Rule 4512(c).
3.8
認購代理. The Investor agrees (for itself and for each account for which the Investor is acquiring Shares) that Goldman Sachs & Co. LLC and Barclays Capital, Inc., their respective Affiliates and any of their respective control persons, officers, directors and employees (collectively, the “配售代理”) may rely upon the representations and warranties made by the Investor to the Company in this Agreement. In addition, the Investor acknowledges and agrees that (i) as between each Placement Agent and the Investor, each Placement Agent is acting solely as a placement agent in connection with the private placement by the Company of the Shares contemplated hereunder and is not acting as an underwriter or in any other capacity with respect to the issuance and sale of the Shares contemplated by this Agreement and is not and shall not be construed as a fiduciary for the Investor, the Company or any other person or entity in connection with the Transactions; (ii) neither Placement Agent has made or will make any representations, declarations or warranties, whether express or implied, of any kind or character and has not provided any advice or recommendation to the Investor regarding the Company or the issuance and sale of the Shares contemplated by this Agreement; (iii) the Investor, in making its investment decision with respect to whether to invest in the Shares offered by the Company hereunder has relied on its own analysis and decision, and has not relied on any statement, representation or warranty made by either Placement Agent or their respective Representatives for any purpose; and (iv) neither Placement Agent has offered to sell, or solicited an offer to buy, any of the Shares, which the Investor proposes to acquire from the Company. The Investor further acknowledges and agrees that (A) except for the representations, warranties and agreements of the Company expressly set forth in this Agreement, the Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice the Investor deems appropriate), and is not, for the avoidance of doubt, relying upon,
傳說. The Investor understands that the book-entry account evidencing the Shares may bear one or all of the following legends (or substantially similar legends):
THE SECURITIES REPRESENTED HEREBY HAVE NOt BEEN REGISTERED UNDER THE SECURITIES ACt OF 1933, AS AMENDED (THE “法案”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECt TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOt BE TRANSFERRED OR RESOLD EXCEPt AS PERMITTED UNDER THE ACt AND APPLICABLE STATE SECURITIES LAWS, PURSUANt TO REGISTRATION OR EXEMPTION THEREFROm. INVESTORS SHOULD BE AWARE THAt THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENt FOR AN INDEFINITE PERIOD OF TIME.
3.11
沒有取消資格的事件. To the extent the Investor is one of the covered persons identified in Rule 506(d)(1), the Investor is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “惡意行為者事件”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Investor agrees to use its best efforts to cooperate with the Company to comply, to the extent applicable or to the extent such disclosure becomes applicable, with the Company’s disclosure obligations under Rule 506(e).
3.12
無經紀人. There are no claims or obligations for brokerage commissions, finders’ fees or similar compensation in connection with the Transactions based on any agreement made by or on behalf of Investor or any of its Affiliates for which the Company or any of its Subsidiaries or Affiliates shall be liable.
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3.13
No Additional Company Representations of Warranties. Except for the representations and warranties expressly set forth in Article II, the Investor hereby acknowledges that neither the Company nor any of its Subsidiaries or Affiliates has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects. The Investor hereby acknowledges (for itself and for each account for which the Investor is acquiring Shares) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the Transactions, the Investor and its Affiliates and Representatives have relied on the results of their own independent investigation.
第IV章
投資者在交割時應履行的條件。
投資者完成交割的義務,受以下各條條件的實現或放棄制約,放棄可通過書面通知公司:
4.1
陳述與保證。公司在協議中包含的每項陳述和保證 第II條 (i) 它們未被質疑為重大性或對實質不利影響的表示和保證,應於交割時在所有重大方面屬實準確,具有與在交割時作出的同等力量和效力,就好像它們是在交割時作出的一樣,除了那些僅涉及特定日期事項的陳述和保證(該等陳述和保證在該特定日期的所有重大方面仍然屬實和正確),以及 (ii) 將被質疑為重大性或對實質不利影響的表示和保證,應於交割時在所有方面屬實準確,具有與在交割時作出的同等力量和效力,就好像它們是在交割時作出的一樣,除了那些僅涉及特定日期事項的陳述和保證(該等陳述和保證在該特定日期是屬實和正確的)。
法律管轄及執行. THIS AGREEMENt WILL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUt REGARD TO ANY CONFLICTS OF LAWS PRINCIPLES THAt COULD REQUIRE APPLICATION OF THE LAWS OF ANY OTHER STATE.
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6.4
具體履行. Each party hereto acknowledges that the remedies at law for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party hereto, without posting any bond, and in addition to all other remedies that may be available, will be entitled to equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available. Each party hereto further (i) waives any defense that a remedy at law would be adequate in any action or legal proceeding for an injunction, specific performance and other equitable relief hereunder and (ii) agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief, on the terms and subject to the conditions and limitations set forth herein, on the basis that the other party hereto has an adequate remedy at law or equity or an award of specific performance is not an appropriate remedy for any reason at law or in equity. Notwithstanding any provision in this Agreement to the contrary, if a party elects to terminate this Agreement pursuant to 第6.17節, such terminating party shall not be entitled to seek or obtain specific performance or any other equitable relief under this Agreement (including pursuant to this 6.4節。) to cause the Closing to occur.
6.5
Delivery by Electronic Mail本協議及任何與之相關或根據本協議設想之已簽署協議,以及任何修訂本協議或該協議,如以掃描頁面透過電子郵件方式簽署並交付,將被視為原始合同並具有與親筆簽署版本相同的約束力效果,不論其是否親自交付。在任何一方要求下,其他一方將重新執行原始形式並交付給對方,未經各方簽署和交付的簽署頁面,本協議是無約束力的。
Vinson & Elkins L.L.P. 845 Texas Avenue, Suite 4700 休士頓,德州77002 注意:David P. Oelman,Michael S. Telle
電話:(713) 758-2222
電郵:doelman@velaw.com; mtelle@velaw.com
如需寄給投資者,請寄至本文件簽名頁上列明的地址。
6.9
放棄陪審團審判權. Each party hereto hereby waives, to the fullest extent permitted by any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (“法律”), any right to trial by jury of any claim, demand, action, or cause of action (i) arising under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the Transactions, in each case whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. Each party hereto hereby agrees and consents that any such claim, demand, action or cause of action will be decided by court trial without a jury, and that the parties hereto may file a copy of this Agreement with any court as written evidence of the consent of such parties to the waiver of their right to trial by jury.
6.10
修訂事項. Any term of this Agreement may be amended only with the written consent of the Company and the Investor.
6.11
Waiver and Remedies Cumulative. Any party hereto may (i) extend the time for the performance of any of the obligations or other acts of any other party hereto, (ii) waive any inaccuracies in the representations and warranties of the other party hereto contained herein or in any document delivered by such other party pursuant hereto, or (iii) waive compliance with any of the agreements of the other party hereto or conditions to such party’s obligations contained herein. Any such extension or waiver will be valid only if set forth in an instrument in writing signed by the party hereto to be bound thereby. No failure or delay of any party hereto to exercise any right or remedy given such party under this Agreement or otherwise available to such party or to insist upon strict compliance by any other party hereto with its obligations hereunder, and no custom or practice of the parties hereto in variance with the terms hereof, will constitute a waiver of any right of a party hereto to demand exact compliance with the terms hereof, unless such waiver is set forth in writing and executed by such party. Notwithstanding anything in this Agreement to the contrary, no party shall be liable for special, punitive, exemplary, incidental, consequential or indirect damages, lost profits, lost opportunity or losses calculated by reference to any
Assignment and No Third Party Rights. The rights and obligations of a party hereto under this Agreement may not be assigned without the prior written consent of the other party hereto. Subject to the foregoing, this Agreement will apply to, be binding in all respects upon and inure to the benefit of, the successors and permitted assigns of the parties hereto. Nothing expressed or referred to herein will be construed to give any Person other than the parties hereto and their successors and permitted assigns, any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. No incorporator, manager, member, partner, stockholder, shareholder, Affiliate, parent of, or holder of any equity interest in, any tier, agent, attorney or representative of either party (each, a “Non-Party Affiliate”) shall have any Liability (whether in contract or in tort, in Law or in equity, or based upon any theory that seeks to impose Liability of an entity party against its owners, agents or Affiliates, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) to the other party, its Affiliates or its Representatives for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of (1) this Agreement, (2) the negotiation or execution of or performance of any obligation under this Agreement, or (3) any breach or violation of this Agreement. Non-Party Affiliates are expressly intended as third-party beneficiaries of this 第6.14節本條款的規定,即使執行長的雇傭關係終止也仍然有效。 第6.14節 交易完成後,各方將繼續存在。