Contribution and Consideration Clause Samples
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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...
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.
Contribution and Consideration a. Upon the terms and conditions hereinafter set forth, the ▇▇▇▇▇▇ 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.
b. Immediately upon receipt by Norcraft of the contribution referred to in Section 1.a, the ▇▇▇▇▇▇ Family Members shall be entitled to receive limited partnership units in Norcraft. By execution hereof, the ▇▇▇▇▇▇ Family Members assign their rights to receive such units to the ▇▇▇▇▇▇ Investor, which will, immediately upon receipt of such units, execute and deliver the LP Agreement and exchange such units for an aggregate 2,967,429 Series A-2 Units, all in consideration for such contribution by the ▇▇▇▇▇▇ Family Members.
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.
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:
(a) Each TWI Shareholder shall contribute, convey, assign, transfer, and deliver to Parent, and Parent shall accept and receive from such TWI Shareholder, all of such TWI Shareholder's right, title, and interest in and to the shares of TWI Common Stock set forth opposite such TWI Shareholder's name on Schedule 2.1(a) (as amended up to the Closing to the extent permitted by Section 2.2(a) hereof). Provided such shares of TWI Common Stock are so contributed to Parent, Parent agrees to issue and convey, assign, transfer, and deliver to such TWI Shareholder in exchange for all of the shares of TWI Common Stock set forth opposite such TWI Shareholder's name on Schedule 2.1(a) (as amended up to the Closing to the extent permitted by Section 2.2(a) hereof), a number of shares of Parent Class A Common Stock equal to the product of (i) the Exchange Ratio and (ii) the number of such shares of TWI Common Stock, subject to further adjustment upon determination of the Adjusted Exchange Ratio as set forth in Section 2.5 below.
(b) Each Investor shall contribute, convey, transfer, and deliver (or shall cause to be transferred) to Parent, and Parent shall accept and receive from each Investor (or such other transferor), cash, in immediately available funds by wire transfer, in the amount equal to the respective percentage set forth opposite such Investor's name on Schedule 2.1(b) (as amended up to and including the Closing to the extent permitted by Section 2.2(c) hereof), rounded to the nearest increment of $1,000, of the Investor Equity Commitment (the "Cash Consideration"). In exchange for the Cash Consideration, Parent agrees to issue and convey, assign, transfer, and deliver to each Investor the number of shares of Parent Series A Preferred Stock as is equal to the Cash Consideration for such Investor divided by the Preferred Price Per Share.
(c) Each Class B Shareholder shall contribute and deliver to Parent, and Parent shall accept and receive from each Class B Shareholder, a promissory note in the form of Annex 2.1(c) in the principal amount of (i) $100,000 multiplied by (ii) such Class B Shareholder's percentage of the total number of shares of Parent Class B-1 Common Stock issued to the Class B...
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 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
Section 3.1 AEO’s Title 5
Contribution and Consideration