Contribution and Issuance. (i) Immediately after the Topco Merger Effective Time, Parent, its applicable Subsidiaries and the Surviving Entity shall cause the contribution of all of the outstanding equity interests of the Company to Parent OP (the “Contribution”) in exchange for the issuance by Parent OP to the applicable Subsidiaries of Parent (as Parent shall direct) of a number of newly issued Parent OP Units equal to the aggregate number of shares of Parent Common Stock issued in the Topco Merger (the “Issuance”). As a result of the Contribution, the Company shall become a direct wholly owned subsidiary of Parent OP.
(ii) The Parties shall, and shall cause their applicable Subsidiaries to, cause the Contribution and the Issuance to be consummated immediately after the Topco Merger Effective Time by executing an assignment and assumption agreement or other instrument of transfer or conveyance (in each case, in form and substance reasonably acceptable to Parent) to sell, transfer and convey to Parent OP all of the outstanding equity interests in the Company and by issuing to the applicable Subsidiaries of Parent (as Parent shall direct) evidence of ownership of the Parent OP Units issued in the Issuance (the date and time the Contribution and Issuance becomes effective being the “Contribution and Issuance Effective Time”).
Contribution and Issuance. At the Closing, on the terms set forth in this Agreement, the Preferred Unit Purchaser shall contribute and fund to the Partnership by wire transfer of immediately available funds an amount equal to $[●] in consideration for the issuance by the Partnership to the Preferred Unit Purchaser of [●] Preferred Units. The Partnership shall use the proceeds from such contribution solely to repay outstanding Indebtedness of any of the Partnership and its Subsidiaries under the Senior Debt Agreements or any other agreements governing any material Indebtedness of the Partnership or any of its Subsidiaries (including a Replacement Credit Agreement) so as to remedy the applicable condition(s) that gave rise to event giving the Preferred Unit Purchaser and Class B Member the right to elect to purchase the Preferred Units hereunder.
Contribution and Issuance. (a) Company Shareholder shall, prior to the First Effective Time (and in any event at or prior to the times required under the Business Combination Agreement), contribute, assign, transfer, convey and deliver to Merger Sub all of Company Shareholder’s right, title and interest in and to the Company Shares, free and clear of any Liens, and in exchange therefor, Merger Sub shall issue to Company Shareholder a number of new ordinary shares of Merger Sub (“New Merger Sub Shares”) determined based on an exchange ratio of 1:1 (i.e. one New Merger Sub Share for each Company Share) (the “Contribution and Issuance”). At completion of the Contribution and Issuance in accordance with the terms hereof, Merger Sub shall deliver to Company Shareholder a copy of the register of members of Merger Sub showing Company Shareholder as the registered holder of such New Merger Sub Shares.
(b) Company Shareholder and Merger Sub hereby agree to execute and deliver, or cause to be executed and delivered, all agreements, documents or instruments, take, or cause to be taken, all actions and provide, or cause to be provided, all additional information or other materials as may be required by applicable Legal Requirements in connection with, or otherwise in furtherance of, the Contribution and Issuance, including (i) the execution of the instrument of transfer of Company Shareholder’s right, title and interest to Merger Sub at the Company’s Share Transfer Book (Livro de Transferência de Ações); and (ii) the performance of the applicable foreign exchange transactions required for the Contribution and Issuance and payment of the IOF/FX tax due. Without limiting the foregoing, at completion of the Contribution and Issuance in accordance with the terms hereof, Company Shareholder shall deliver, or cause the Company to deliver, to Merger Sub, with a copy to SPAC, a copy of the local corporate documents of the Company showing Merger Sub as the sole registered holder of the Company Shares, including (i) the annotation of the transfer of Company Shareholder’s right, title and interest in and to the Company Shares in the Company’s Share Registry Book (Livro de Registro de Ações Nominativas), and the Company’s Share Transfer Books (Livro de Transferência de Ações); and (ii) the report of the Company’s registries at the RDE-IED (Brazilian Central Bank registration for foreign investments), updated upon the consummation of the Contribution and Issuance to reflect Merger Sub as the new sole regist...
Contribution and Issuance. Immediately prior to the Effective Time, the Rollover Holders and Parent shall effectuate the Contribution and Issuance in accordance with the Rollover Agreements, pursuant to which each such Rollover Holder shall receive equity interests in Parent determined in accordance with such Rollover Holder’s Rollover Agreement. The Company shall take such actions as are necessary and reasonably requested by Parent in order to allow the consummation of the transactions contemplated by the Rollover Agreements, including the assumption by Parent of certain Company Share Awards, provided, that such actions shall not have an adverse effect on the Company or its equityholders (other than delaying the deductibility of such Company Share Awards upon vesting).
Contribution and Issuance. Partnership agrees to issue the Partnership Interests, and Strategic and Management LLC each agrees to contribute its respective Contribution Amount (subject to the adjustments and credits set forth herein), on the terms, conditions and provisions set forth in this Agreement. The parties will enter into a Partnership Agreement as attached at Exhibit J.
Contribution and Issuance. (i) Immediately after the Topco Effective Time, the Surviving Corporation shall contribute all of the outstanding equity interests of Upper Pumpkin to AMB LP (the “Contribution”) in exchange for the issuance by AMB LP of (A) a number of newly issued AMB Partnership Units equal to the aggregate number of shares of AMB Common Stock issued in the Topco Merger and (B) a number of newly issued preferred units of AMB LP equal to the aggregate number of, and with substantially identical rights and preferences as, shares of AMB New Preferred Stock newly issued pursuant to Section 2.1(b)(i) ((A) and (B) together, the “Issuance”). As a result of the Contribution, Upper Pumpkin shall become a wholly owned subsidiary of AMB LP. Following the Contribution, AMB LP shall change its name to “ProLogis, L.P.”
(ii) The parties shall cause the Contribution and the Issuance to be consummated on the Closing Date immediately after the Topco Effective Time by executing an assignment and assumption agreement or other instrument of transfer or conveyance (in each case, in form and substance reasonably acceptable to the parties hereto) to sell, transfer and convey to AMB LP all of the outstanding equity interests in Upper Pumpkin and by issuing to the Surviving Corporation evidence of ownership of the AMB Partnership Units and preferred units of AMB LP issued in the Issuance.
Contribution and Issuance. (a) The approvals and authorizations required from the relevant corporate bodies of Holdco under the articles of association and statutory law in respect of the Contributions and the issuances of the Issued Shares shall be obtained by Holdco before the Exchange Effective Time, including the Holdco Shareholder Approval (as defined in the BCA), a resolution of the board of directors of Holdco for the description of the Contributions and an audit statement concerning the value of the Contributions, all in accordance with article 2:94b of the Dutch Civil Code (Burgelijk Wetboek) (the “DCC”);
(b) Upon the terms and subject to the conditions set forth in the BCA (including Article IX thereof) and in accordance with the provisions of Section 2:94b of the DCC, at the Exchange Effective Time, the Contributions shall be contributed to Holdco;
(c) The Contributions shall be contributed in full and complete satisfaction of the issuance to the Company Shareholders of the Issued Shares by Holdco;
(d) Each Company Shareholder and Holdco shall enter into a private deed of issue governed by the laws of the Netherlands for the issuance of such number of Issued Shares to the respective Company Shareholder, in a form and substance reasonably satisfactory to Kensington (the “Dutch Deed of Issue”);
(e) The Issued Shares shall be issued by Holdco to the Company Shareholders in the numbers, proportions and classes as set forth on the Exchange Schedule and the Company Shareholders shall accept such issuance;
(f) The Issued Shares shall be issued to the Company Shareholders as fully-paid shares;
(g) Holdco shall register the applicable Issued Shares in the name of the applicable Company Shareholder in Holdco’s shareholders’ register as at the date of issue;
(h) Pursuant to sections 104 and 106 of the Spanish Corporations Act, on the Closing Date effective as of the Exchange Effective Time, (i) the Company and all Company Shareholders shall grant a public deed before a Spanish Public Notary confirming and ratifying the transfer of the Contributed Shares to HoldCo under the Exchanges by raising to public document status the Dutch Deed of Issue, (ii) the Company shall grant a public deed declaring the sole shareholder status, and (iii) the Company shall record the transfer of the Company Ordinary Shares in the Shareholders Registry Book (“Libro Registro de Socios”); and
(i) Each Company Shareholder, prior to the Business Day immediately preceding the Closing Date, shall grant before a...
Contribution and Issuance. On the terms and subject to the conditions set forth in this Agreement, at a closing contemplated by Section 3 (the "Closing")
(a) ATC hereby agrees to assign, convey, transfer, contribute and deliver to Newco (or such other direct or indirect wholly owned subsidiary of TWC that holds TWC's interest in TW NY or to TW NY, as designated by TW NY (the "Issuing Entity")) all of its right, title and interest in the ATC Partnership Interest and (b) as consideration for the contribution of the ATC Partnership Interest, TW NY hereby agrees to cause the Issuing Entity to issue to ATC shares of non-voting common stock (the "Issued Equity Interests") in an amount determined in accordance with Section 2 of this
Contribution and Issuance. (a) Each of the Co-Sponsors hereby contributes, sells, assigns and transfers to Sponsor HoldCo the relevant Founder Shares as set forth opposite such Co-Sponsor's name on Xxxxx XX hereto (the "Contributions").
(b) In exchange for the Contributions, Sponsor HoldCo shall issue to the Co-Sponsors a number of Class A Units (as defined in the Sponsor HoldCo LLC Agreement) as set forth opposite such Co-Sponsor's name on Xxxxx XXX hereto (the “Issuance”).
(c) At completion of the Contribution and the Issuance in accordance with the terms hereof, Sponsor HoldCo shall deliver to each of the Co-Sponsors a copy of the register of members of Sponsor HoldCo showing each of the Co-Sponsors as the registered holder of such Class A Units.
(d) Upon completion of the Contribution and the Issuance, the Co-Sponsors shall cease to have any rights with respect to the Founders Shares, except the right to receive, hold and have title to the Class A Units as provided herein.
(e) All Class A Units to be issued by Sponsor HoldCo in exchange for the Founder Shares pursuant to this Agreement shall be free and clear of any Encumbrances (as defined below) and shall be deemed to have been issued fully paid-up and in full satisfaction of all rights pertaining to the Founder Shares.
Contribution and Issuance. Effective as of the Closing, and subject to the terms and conditions of this Agreement, EECI shall contribute the EECI Contribution to the Company and the Company shall accept the contribution of the EECI Contribution and issue to EECI the EECI Consideration.
