Contribution and Exchange of Shares Sample Clauses

Contribution and Exchange of Shares. 1 ----------------------------------- Consideration ..................................................................................2 -------------- Payment ........................................................................................2 ------- Cash Consideration Adjustments .................................................................3 ------------------------------- Closing..................................................................................................6 ------- Representations and Warranties of the Company and the Transferors........................................6 Organization ...................................................................................6 ----------- Capitalization .................................................................................6 -------------- Authorization; Validity of Agreement ...........................................................7 ------------------------------------ No Violations; Consents and Approvals; Licenses ................................................7 ----------------------------------------------- Financial Statements ...........................................................................8 -------------------- No Material Adverse Change .....................................................................9 -------------------------- No Undisclosed Liabilities .....................................................................9 -------------------------- Litigation; Compliance with Law; Licenses and Permits ..........................................9 ----------------------------------------------------- Employee Benefit Plans; ERISA .................................................................10 ----------------------------- Real Property. ................................................................................12 -------------- Intellectual Property; Computer Software ......................................................14 ---------------------------------------- Title to Personal Property; Capital Budget ....................................................14 ------------------------------------------ Material Contracts ............................................................................15 ------------------ Taxes .........................................................................................16 ----- Affiliated Party Transactions .................................................................18 --------------------------...
Sample 1
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Contribution and Exchange of Shares. Upon the terms and subject to the ----------------------------------- conditions contained in this Agreement, at the Closing (as defined in section 2), each of the Transferors shall contribute, exchange, assign, transfer and deliver to the Transferee, and the Transferee shall acquire, receive and accept from the Company, all of the shares of capital stock of the Company owned by such Transferor (collectively, the "Shares"), which are described on Schedule 1.1 opposite the names of each of the Transferors, free and clear of any and all liens, charges, claims, pledges, security interests or other encumbrances of any nature whatsoever (collectively, "Liens"), and the Transferee shall acquire, receive and accept the shares from the Transferors. The Shares shall constitute all of the issued and outstanding shares of capital stock of the Company.
Sample 1
Contribution and Exchange of Shares. 8 (a) Basic Transaction........................................................................................8 (b) Consideration............................................................................................8 (c) The Closing..............................................................................................8 (d) Deliveries at the Closing................................................................................8 (e) Forfeiture of Forfeitable Shares.........................................................................9 (f) Escrowed Shares..........................................................................................9 4. Representations and Warranties of the Members............................................................9 (a) Organization of Certain Members..........................................................................9 (b) Authorization of Transaction............................................................................10 (c) Noncontravention........................................................................................10 (d)
Sample 1
Contribution and Exchange of Shares 
Sample 1Sample 2

Related to Contribution and Exchange of Shares

  • Conversion and Exchange of Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Purchaser, Parent, the Company or any stockholder of the Company:

  • 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:

  • Transfer and Exchange of Call Warrants Upon surrender of any Call Warrant for registration of transfer or for exchange to the Warrant Agent, the Warrant Agent shall (subject to compliance with Article II) execute and deliver, and cause the Trustee, on behalf of the Trust, to execute and deliver, in exchange therefor, a new Call Warrant of like tenor and evidencing a like whole number of Call Warrants, in the name of such Warrant Holder or as such Warrant Holder (upon payment by such Warrant Holder of any applicable transfer taxes or government charges) may direct; provided that as a condition precedent for transferring the Call Warrants, the prospective transferee shall be required to deliver to the Trustee and the Depositor an executed copy of the Investment Letter (set forth as Exhibit C to the Series Supplement).

  • Transfer and Exchange of Notes Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten (10) Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Schedule 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $500,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $500,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.3, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

  • Transfer and Exchange of Global Warrants The transfer and ---------------------------------------- exchange of Global Warrants or beneficial interests therein shall be effected through the Depositary, in accordance with this Warrant Agreement (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor.

  • Transfer and Exchange of Warrants The Warrant Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Stock issuable or issued upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition to be made of shares of Warrant Stock issuable or issued upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) of the Warrant Holder, such Warrant Holder shall also provide the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be required.

  • Transfer and Exchange of Global Securities (i) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Security shall deliver to the Registrar a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Security. The Registrar shall, in accordance with such instructions instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Security and to debit the account of the Person making the transfer the beneficial interest in the Global Security being transferred.

  • Transfer and Exchange of Global Notes A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if:

  • Exchange of Stock On the basis of the representations, warranties, covenants and agreements set forth herein, at the Closing (as defined in Section 1.3 below) Purchaser will purchase from Stockholder, and Stockholder will sell, convey and assign to Purchaser all of the Company Stock.

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