Contribution and Consideration Sample Clauses

Contribution and Consideration. Upon the terms and subject to the conditions of this Agreement, at the Closing, SRP will contribute, or shall cause its applicable Subsidiary to contribute as set forth in Section 2.2 below, to YieldCo LLC, and YieldCo LLC will accept from SRP (or the applicable Subsidiary), all of the Shares, free and clear of all Liens other than Permitted Liens.
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Contribution and Consideration. Subject to Section 2.2 hereof, at the Closing, upon the terms and conditions set forth in this Agreement, and in reliance on the representations, warranties, covenants and agreements contained herein, and upon the terms and subject to the conditions hereinafter set forth:
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Contribution and Consideration. Section 1.1 Contribution 1 Section 1.2 Assets 1 Section 1.3 Excluded Assets 3 Section 1.4 Closing; Effective Time; Proration of Costs and Revenues 3 Section 1.5 Delivery and Maintenance of Records 4 ARTICLE 2 CONSIDERATION Section 2.1 Consideration 4 Section 2.2 Adjustments to Consideration 4 Section 2.3 Common Units Consideration 5 Section 2.4 Allocation of Consideration 5 Section 2.5 Closing Settlement Statement 5 ARTICLE 3 TITLE MATTERS
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Contribution and Consideration. At the Closing: (a) each of the CBD Investor Stockholders hereby agrees to contribute, convey, assign, transfer and deliver to Local Insight, and Local Insight hereby agrees to accept and receive from each CBD Investor Stockholder, all of such CBD Investor Stockholder’s right, title and interest in and to the CBD Investor Securities set forth opposite such CBD Investor Stockholder’s name on Schedule 2.1, (b) CBIH hereby agrees to contribute, convey, assign, transfer and deliver to Local Insight, and Local Insight hereby agrees to accept and receive from CBIH all of CBIH’s right, title and interest in and to the Company Class A Units and Company Class B Units set forth opposite such Contributor’s name on Schedule 2.1, and (c) each Class C Holder agrees to contribute, convey, assign, transfer and deliver to Local Insight, and Local Insight hereby agrees to accept and receive from such Class C Holders all of such Class C Holder’s right, title and interest in and to the Company Class C Units set forth opposite such Class C Holder’s name on Schedule 2.1. For purposes of the contribution contemplated by this Section 2.1 if the Pre-Closing Contribution described in Section 7.7 occurs, (X) CBIH shall be deemed to have contributed its Company Class A Units and Company Class B Units and (Y) the Class C Holders shall be deemed to have contributed their Company Class C Units, in each case upon transfer of the membership interests such party received in Newco LLC in the Pre-Closing Contribution. Provided such CBD Investor Securities, Company Class A Units, Company Class B Units and Company Class C Units are so contributed to Local Insight, Local Insight hereby agrees, at the Closing, to issue and deliver to: (A) each CBD Investor Stockholder, in exchange for all of its CBD Investor Securities, (B) CBIH in exchange for all of its Company Class A Units and Company Class B Units and (C) each Class C Holder, in exchange for all of such Class C Holder’s Company Class C Units the Local Insight Membership Interest Percentage set forth opposite such CBD Investor Stockholder’s, CBIH’s or such Class C Holder’s name as applicable on Schedule 2.1. The Local Insight Membership Interest Percentage delivered pursuant to this Section 2.1 upon contribution of CBD Investor Securities, the Company Class A Units, the Company Class B Units and Company Class C Units will be deemed to have been issued in full satisfaction of all rights pertaining to the CBD Investor Securities, Company Class...
Sample 1
Contribution and Consideration a. Upon the terms and conditions hereinafter set forth, the Xxxxxx Family Members shall contribute to Norcraft, and Norcraft shall accept as a contribution to Norcraft, all of the outstanding equity interests of the Canadian Subsidiary.
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Contribution and Consideration. Pursuant to the terms of the Joint Venture Contract, MNGA and HyFuels shall deliver the present Magnegas IP to the Joint Venture in consideration of their combined 25% equity participation in the registered capital of the Joint Venture as set forth in the Joint Venture Contract(20% belongs to MNGA and 5% belongs to HyFuels). Other than that, the Joint Venture will not be charged for the transference or license of the Magnegas IP. MNGA and HyFuels agree that, all the obligations set up in this Agreement and the Joint Venture Contract are enforceable and irrevocable, although they don’t charge the Joint Venture for that. Parties will sign this Agreement properly to ensure the enforceability of this Agreement.
Sample 1

Related to Contribution and Consideration

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

  • Contribution Payment To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, the Company, in lieu of indemnifying Indemnitee, shall, to the extent permitted by law, contribute to the amount of any and all Indemnifiable Liabilities incurred or paid by Indemnitee for which such indemnification is not permitted. The amount the Company contributes shall be in such proportion as is appropriate to reflect the relative fault of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault (collectively, including the Company, the "Third Parties"), on the other hand.

  • Deemed Distribution and Recontribution Notwithstanding any other provision of this Article 13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. Instead, the Partnership shall be deemed to have distributed the Partnership property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership property in kind to the Partnership, which shall be deemed to have assumed and taken such property subject to all such liabilities.

  • Stock Consideration 3 subsidiary...................................................................53

  • No Claim Regarding Stock Ownership or Consideration There must not have been made or threatened by any Person any claim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the Shares or any other stock, voting, equity, or ownership interest in, the Company, or (b) is entitled to all or any portion of the Acquiror Company Shares.

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Tax Considerations The Company has advised Recipient to seek Recipient’s own tax and financial advice with regard to the federal and state tax considerations resulting from Recipient’s receipt of the Award and Recipient’s receipt of the Shares upon Settlement of the vested portion of the Award. Recipient understands that the Company, to the extent required by law, will report to appropriate taxing authorities the payment to Recipient of compensation income upon the Settlement of RSUs under the Award and Recipient shall be solely responsible for the payment of all federal and state taxes resulting from such Settlement.

  • Deemed Contribution and Distribution Notwithstanding any other provision of this Article 13, in the event that the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership’s Property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and immediately thereafter, distributed Partnership Units to the Partners in the new partnership in accordance with their respective Capital Accounts in liquidation of the Partnership, and the new partnership is deemed to continue the business of the Partnership. Nothing in this Section 13.3 shall be deemed to have constituted a Transfer to an Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 or Section 13.3 hereof.

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