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:
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 1,057,766 Class S Ordinary Units being exchanged for 1,057,766 BCG Class B Common Units.
Contribution and Exchange. Pursuant to the terms and conditions hereof, on the Closing Date (as defined below):
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. (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.
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 ARTICLE III
Contribution and Exchange. (a) At the closing of the transactions contemplated by this Section 1(a) (the “Contribution Closing”), and subject to the terms and conditions of this Agreement, the Rollover Investor shall contribute to TopCo the Rollover Shares. Such contribution of Rollover Shares shall be free and clear of all Liens (other than restrictions on transfer arising under any securities Laws), and in exchange therefor, TopCo shall issue to the Rollover Investor that number of TopCo Units equal to (1) the Rollover Amount divided by (2) the price per Class A-2 Unit of TopCo (which shall equal the price per Class A-1 Unit of TopCo paid by AVI Mezz Co., L.P. (or its applicable Affiliates) (individually and collectively, the “Sponsor”) for Class A-1 Units of TopCo acquired in connection with the transactions contemplated by the Merger Agreement).
Contribution and Exchange. Immediately prior to the Effective Time, (a) WRCRC shall contribute to WNR all of the outstanding membership interests in RC in exchange for which WNR will issue to WRCRC 1% of the Shares, and (b) RHC shall contribute to WNR all of the outstanding limited partner interests in WRC in exchange for which WNR will issue to WRCRC 99% of the Shares.
Contribution and Exchange. On the terms and subject to the conditions set forth herein (including the deliveries contemplated by Article IV hereof) and subject to Section 1.3, immediately prior to the Closing, (i) each Rollover Holder shall contribute, assign, transfer, convey and deliver to Parent the Contributed Shares set forth opposite such Rollover Holder’s name on Schedule I hereto, free and clear of any and all Liens (other than Liens under applicable securities laws or the organizational documents of the Company), (ii) Parent shall issue to such Rollover Holder its applicable portion of the Rollover Interests (in exchange for the contribution, assignment, transfer, conveyance and delivery by such Rollover Holder to Parent of the Contributed Shares set forth opposite such Rollover Holder’s name on Schedule I hereto), free and clear of any and all Liens, except as may exist by reason of this Agreement, applicable securities laws and the Partnership Agreement or any Liens created by such Rollover Holder, (iii) Parent shall further contribute, assign, transfer, convey and deliver to Bullseye TopCo, Inc. the Contributed Shares, free and clear of any and all Liens (other than Liens under applicable securities laws), in exchange for a separate, newly issued block of stock in Bullseye TopCo, Inc. and (iv) Bullseye TopCo, Inc. shall further contribute, assign, transfer, convey and deliver to Bullseye Intermediate Holdings LLC, the Contributed Shares, free and clear of any and all Liens (other than Liens under applicable securities laws).
