Contribution to the Company. Prior to the Closing, Seller shall have assigned and transferred, and/or shall have caused the applicable Seller Affiliates to have assigned and transferred, to the Company the Gathering Assets (the “Contribution”), and the Company shall have assumed the Assumed Obligations, pursuant to a Contribution Agreement between Seller and the Company in substantially the form attached hereto as Exhibit “C”, to be dated as of the Closing Date (the “Contribution Agreement”), such that, at Closing, and after giving effect to the payment of the Purchase Price as described below in Section 2.3, the Company will own the Gathering Assets free and clear of all Encumbrances, other than Permitted Encumbrances, and the only liabilities of the Company will be the Assumed Obligations.
Contribution to the Company. Immediately following the Initial Exchange, Holdings agrees to contribute and deliver to the Company the certificates representing all of the Company Shares contributed to it pursuant to the Initial Exchange, endorsed in blank or accompanied by duly executed assignment documents, and in exchange therefore, the Company agrees to (a) issue and deliver to Holdings 1,000 shares of Company Class A Common (in the form of stock certificates issued by the Company representing such shares), and (b) cancel on its books and records the certificates representing Company Shares contributed to it by Holdings pursuant to this Section 2. The parties hereto intend that the transactions described in this Section 2 (the "Second Exchange" and, together with the Initial Exchange, the "Restructuring") be characterized as an exchange under Section 351(a) of the Internal Revenue Code of 1986, as amended.
Contribution to the Company. 12 SECTION 2.1. The Company.............................................................................. 12 SECTION 2.2. Contribution of P Chem to the Company.................................................... 13 SECTION 2.3. Contribution of C Chem to the Company.................................................... 13 SECTION 2.4. Assumption of Liabilities by the Company................................................. 13
Contribution to the Company. Within five (5) Business Days following the issuance of the Required Disclosure, RXi will contribute $1,500,000 to the Company, which shall be recorded as additional paid in capital (the “RXi Contribution”).
Contribution to the Company. In a Leveraged Contribution, (A) make an Additional Capital Contribution to the Company in cash by wire transfer of immediately available funds in an aggregate amount as calculated by Section 3.6(b) (or such lesser amount as the Acting Non-Combining Member determines in its sole discretion), in exchange for which (B) the Company shall issue to the Designated Non-Combining Member an aggregate number of Membership Interests as calculated pursuant to Section 3.6(c) and comply with Section 3.5 with respect to the Broker Contribution Debt; or
Contribution to the Company
