Contribution and Exchange. On the terms set forth herein and subject to Section 3.2, Section 3.3, Section 3.4 and Section 3.5:
(a) The Stockholder agrees and covenants to Parent that it will, at the Exchange Time, contribute, assign, transfer, convey and deliver (or cause to be contributed, assigned, transferred, conveyed and delivered) to Topco all of the Transferred Shares of such Stockholder, free and clear of any and all Liens (including any restriction on the right to vote, sell or otherwise dispose of the Transferred Shares), except as may exist by reason of this Agreement, the Merger Agreement and applicable securities laws, and each of Sponsor and Parent agrees and covenants to the Stockholder to cause Topco to exchange such Transferred Shares for (i) the issuance by Topco to the Stockholder of, at the Exchange Time, the Exchange Interests and (ii) the payment in cash by Topco to the Stockholder of the Sale Price (the “Exchange”). No Sponsor Topco Interests issued prior to or in connection with the Transactions shall be issued at a lower price per share than the Sponsor Topco Interests issued hereunder.
(b) The Stockholder shall have the right, in its sole discretion, to designate in writing to Parent at any time prior to the Exchange Time, the specific Owned Shares held by the Stockholder that are the Rollover Shares hereunder.
(c) The Stockholder acknowledges and agrees that, from and after the consummation of the Exchange at the Exchange Time, except as set forth in Sections 3.2 or 3.3, the Stockholder shall have no right, title or interest in or to the Transferred Shares, other than the right to receive (i) the Exchange Interests and (ii) the cash equal to the Sale Price.
(d) Notwithstanding anything to the contrary set forth herein or in the Interim Investors Agreement, the Stockholder may elect prior to the Offer Acceptance Time by written notice to the other Investors (as defined in the Interim Investors Agreement) that it elects to replace all or a portion of its Rollover Shares with an equity investment indirectly in Parent on the same terms as the Investors providing an Equity Commitment (as defined in the Interim Investors Agreements), in which case the parties shall enter into documentation (including amendments to this Agreement and the Interim Investors Agreement and entry into an equity commitment letter) to effect the foregoing prior to the Offer Acceptance Time.
Contribution and Exchange. (a) Holder hereby agrees that immediately following the conversion of Holder’s Preferred Series A Subclass 1 Unit Account into Class S Ordinary Units as contemplated by Section 1 above, such newly issued Class S Ordinary Units shall automatically be contributed to BCG in exchange for BCG Class B Common Units, without any limitation on such contribution and exchange, with 14,175,586 Class S Ordinary Units being exchanged for 14,175,586 BCG Class B Common Units.
(b) In connection with such contribution and exchange, each Class S Ordinary Unit shall be cancelled and its Capital Account reduced to zero, and BCH shall issue a number of Class A Units to BCG equal to the number of contributed and exchanged Class S Ordinary Units and the Capital Account of such newly issued Class A Units shall be credited with an amount equal to the amount by which the Capital Accounts of the contributed and exchanged Class S Ordinary Units were reduced.
(c) Each of BCG and BCH hereby agrees to and approves the contribution and exchange contemplated by this Section 2 effective as of the date of this Agreement.
(d) In accordance with Section 7.06 of the BCH LPA, Xxxxxx’s exchange of such Class S Ordinary Units into the BCG Class B Common Units has been approved by a majority in interest of the Class A Units of BCH.
Contribution and Exchange. On the terms set forth herein and subject to Section 2.2, Section 2.3, Section 2.4 and Section 2.5:
(a) The Stockholder agrees and covenants to Parent that it will, at the Exchange Time, contribute, assign, transfer, convey and deliver (or cause to be contributed, assigned, transferred, conveyed and delivered) to Topco the Rollover Shares, free and clear of any and all liens (including any restriction on the right to vote, sell or otherwise dispose of the Rollover Shares), except as may exist by reason of this Agreement, the Merger Agreement and applicable securities laws, in exchange for the issuance by Topco to such Stockholder of, at the Exchange Time, the Exchange Shares (the “Exchange”).
(b) Each Stockholder acknowledges and agrees that, from and after the Exchange, except as set forth in Section 2.2, such Stockholder shall have no right, title or interest in or to the Rollover Shares.
(c) Notwithstanding anything herein to the contrary, the Stockholder may, upon written notice to Parent delivered at least 10 Business Days prior to the anticipated Closing Date, distribute all or a portion of the Rollover Shares to its equityholders prior to Closing (solely to the extent such equityholder (x) is a fund under common control with the Stockholder and (y) has executed prior to such distribution a joinder to this agreement in a form reasonably acceptable to Parent agreeing to be bound by all of the terms hereof applicable to the Stockholder).
Contribution and Exchange. Pursuant to the terms and conditions hereof, on the Closing Date (as defined below):
(a) Each Holder shall irrevocably contribute, convey and assign all of its right, title and interest in its Contributed Shares to Norwegian in exchange for its New Shares, and such Holder shall assume the right, title and interest in its New Shares.
(b) Norwegian shall assume the right, title and interest in the Contributed Shares, and shall in exchange, issue the New Shares to each Holder.
(c) The number of New Shares to be issued to each Holder shall be based on the per share purchase price for the New Shares in the Norwegian IPO and shall be calculated as set forth on Schedule I hereto; provided that immediately following the contribution by the Investors and their affiliates of all of the NCL Shares to Norwegian and prior to the consummation of the Norwegian IPO, each Investor’s (including its affiliates) ownership percentage in Norwegian represented by the number of New Shares to be issued to such Investor (or its affiliates) shall be equal to such Investor’s (including its affiliates) ownership percentage in NCL represented by such Investor’s (including its affiliates) NCL Shares immediately prior to the contribution of the NCL Shares.
(d) Each Holder or their respective affiliates that hold New Shares, the other Investors or their respective affiliates that hold New Shares and Norwegian shall enter into and execute the New Shareholders’ Agreement.
Contribution and Exchange. Upon the terms and subject to the conditions ------------------------- contained in this agreement, at the Closing (as defined in section 4), the Transferor shall contribute, exchange, assign, transfer, convey, set over and deliver to the Transferee, and the Transferee shall acquire, receive and accept from the Transferor in exchange for the assumption of the liabilities specified in section 2 and the other consideration specified in section 3, all of the assets and rights of every nature, kind and description, tangible and intangible, wherever located, that are owned, used or held for use by the Transferor in or for the Business, as the same shall exist on the Closing Date (as defined in section 4) and in each case whether or not recorded on the books and records of the Company (collectively, the "Acquired Assets"), free and clear of any and all liens, charges, claims, pledges, security interests or other encumbrances ("Liens") except for the Liens listed on Schedule 5.12(a) (the "Permitted Liens"), including, without limitation, the following:
(1) all cash, cash equivalents and marketable securities;
(2) all accounts receivable, notes receivable, drafts or other similar instruments;
(3) all inventory, including but not limited to finished goods, work in process, raw materials and supplies;
(4) all prepaid expenses and deposits, other than as set forth in section 1.2;
(5) all machinery, equipment, tools and dies, hand tools, vehicles, computers and other data processing hardware (and all software related thereto or used therewith) and other tangible personal property of similar nature, including but not limited to all items set forth on the Transferor's fixed asset ledger attached to this agreement on Schedule 5.12(b) (collectively, the "Machinery and Equipment");
(6) all office furniture, office equipment, fixtures and other tangible personal property of similar nature (collectively, the "Furniture and Fixtures");
(7) all interests in each and every patent, copyright, trademark, trade name, brand name, service xxxx, service name, assumed name, logo, symbol, trade dress, design or representation or expression of any thereof, or registration or application for registration thereof, or any other invention, trade secret, technical information, know-how, proprietary right or intellectual property, technology, method, design, drawing, software (including documentation and source code listings), process and other proprietary properties or information (collectiv...
Contribution and Exchange. (a) On the terms and conditions set forth herein, Investor agrees to subscribe for, and the Company agrees to issue to Investor, the number of Common Shares and Junior Preferred Shares (collectively, the “Contribution Shares”) set forth under the caption “Contribution Shares” in Schedule 1 in exchange for the Contribution by Investor of the number of Rollover Shares set forth in Schedule 1.
(b) On the terms and conditions set forth herein, and in connection with Investor’s employment by the Company pursuant to the Employment Agreement, the Company hereby agrees to issue to Investor a number of Exchange Options set forth under the caption “Exchange Options” in Schedule 1 hereto in exchange for the surrender and cancellation of the Rollover Options. The Exchange Options shall be issued pursuant to an Option Agreement substantially in the form attached as Exhibit B hereto (the “Option Agreement”). The Exchange Options shall be fully and immediately exercisable upon issuance. The original exercise price per Junior Preferred Share pursuant to each Exchange Option shall be as set forth under the caption “Exchange Option Exercise Price Per Share” in Schedule 1 and shall be adjusted as provided in the Option Agreement.
(c) On the terms and conditions set forth herein, XXX agrees to subscribe for, and the Company agrees to issue to GEI (the “GEI Contribution”), (i) 32,000,000 Common Shares (the “GEI Common Shares”) in exchange for the contribution by GEI of $10,000,000, (ii) 57,783 Junior Preferred Shares (the “GEI Junior Preferred Shares”) in exchange for the contribution by XXX of $57,783,000 and (iii) 151,238 Senior Preferred Shares (the “GEI Senior Preferred Shares”) in exchange for the contribution by GEI of $151,238,000. For purposes of this Agreement, “GEI Cash” means the aggregate amount of cash contributed by GEI to the Company pursuant to the preceding sentence, as the same may be adjusted below. Notwithstanding anything in this Agreement to the Contrary, GEI may assign the right to acquire up to an aggregate of 50% of each of the GEI Common Shares, GEI Junior Preferred Shares and GEI Senior Preferred Shares to one or more equity participants who are either Accredited Investors (as defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) or Qualified Institutional Buyers (as defined in Rule 144A promulgated under the Securities Act) (collectively the “Equity Participants”); provided, that (A) such Equity Part...
Contribution and Exchange. Subject to satisfaction of the conditions to consummation of the Exchange set forth in this Agreement, effective at the Exchange Time, each Stockholder shall contribute, assign, transfer, convey and deliver to Holdings all of such Stockholder’s Rollover Shares, free and clear of any and all liens, except as may exist by reason of this Agreement, the Merger Agreement and applicable securities laws, and in exchange, Holdings shall issue to such Stockholder all of such Stockholder’s Exchange Units (such exchange, such Stockholder’s “Exchange”). From and after the Exchange Time, each Stockholder shall have no right, title or interest in or to such Stockholder’s Rollover Shares, which shall be owned and held by Holdings.
Contribution and Exchange. Section 2.1 Contribution of the Subject Interests 3 Section 2.2 Closing 3 Section 2.3 Deliveries and Actions at Closing 4 Section 2.4 Purchase Price Adjustment 5 Section 2.5 Withholding 7 Section 2.6 Tax Treatment of Contribution 8
Contribution and Exchange. 1.1 Upon, and subject to, the terms, covenants and conditions of this Agreement, on the Closing Date (as hereinafter defined), Contributor shall contribute and convey to the Company Contributor's Interest in G&G, which is the owner and possesses all right, title and interest in, to and under the following:
(a) that certain plot, piece or parcel of land situate, lying and being in the City and County of San Francisco and State of California, and being more particularly described on Schedule 1.1(a) (the "Land"), the building or buildings constructed on the Land (the "Building") and all of the other improvements located on the Land (together with the Building, the "Improvements");
(b) all rights, privileges, grants and easements appurtenant to the Land and Improvements including, without limitation, all of G&G's right, title and interest in and to all land lying in the bed of any public street, road or alley, all mineral and water rights and all easements, licenses, covenants and rights-of-way or other appurtenances used in connection with the beneficial use and enjoyment of the Land and Improvements (the Land and Improvements, and all such rights, privileges, easements, grants and appurtenances, are sometimes referred to herein as the "Real Property");
(c) all personal property, fixtures, equipment, inventory and computer programming and software owned or licensed by G&G and located on the Real Property or used in connection with or in relation to the sale, management, leasing, promotion, ownership, operation, development, maintenance, use or occupancy of the Real Property including, without limitation, the items, if any, described on Schedule 1.1(c) (collectively the "Personal Property");
(d) all leases and other agreements with respect to the use and occupancy of the Real Property, together with all amendments and modifications thereto and any guaranties provided thereunder (each a "Lease", and collectively the "Leases"), and all rents, additional rents, reimbursements, profits, income, receipts and the amount deposited under any Lease in the nature of security (plus any accrued interest) (the "Security Deposit") for the performance by any entity or person(s) using or occupying space at the Property (each a "Tenant", and collectively the "Tenants") pursuant to a Lease;
(e) all trademarks and tradenames used or useful in connection with the Real Property, including without limitation the names Convention Plaza and G&G Martco and any other name by which the ...
Contribution and Exchange. Upon the terms and subject to the conditions set forth in this Agreement, on the Step 1 Closing Date, PIMCO will contribute to the Company all of the Virtus Common Stock held by PIMCO in exchange for 770,000 shares of Common Stock, 9,783 shares of Series A Preferred Stock and 35,217 shares of Series B Preferred Stock.
