Contribution and Subscription. (a) Subject to the terms and conditions hereof and the provisions of the Partnership Agreement, Subscriber shall contribute, sell, assign and transfer all of its Membership Interests to the Company in consideration for the issuance by the Company to Subscriber of that number of Units equal to (x) Subscriber’s Sale Percentage (as defined below) in the Property Owner multiplied by (y) the Property Owner Valuation (as defined below) divided by (z) the per share closing price of the REIT’s common stock as of the date prior to the date of the “Closing” (defined below). “Sale Percentage” means the percentage of net proceeds that would be distributed to Subscriber as a member of the Property Owner in accordance with the operating agreement of the Property Owner as in effect immediately prior to Closing, upon the sale of all or substantially all of the Property Owner’s assets for an amount equal to the Property Owner Valuation. “Property Owner Valuation” means the aggregate purchase price for 100% of the Membership Interests in the Property Owner, which shall be $2,061,156.00 plus or minus such customary credits, pro rations and other adjustments for operating costs and liabilities as may be agreed by the Company and its manager (the “Manager”) in connection with Closing (as defined below). Notwithstanding the foregoing, in the event that the undersigned has elected Option B pursuant to the Consent and Election in the form attached hereto as Appendix A (“Consent and Election”), the Company shall deliver cash payment to the undersigned in an amount equal to the undersigned’s Sale Percentage multiplied by the Property Owner Valuation, minus any applicable withholding taxes, and the undersigned shall not receive any Units in the Company. The Units issued or cash paid, as applicable, are referred to as the “Transfer Consideration.”
Contribution and Subscription. Effective immediately prior to the Merger Closing and subject to and conditioned upon the satisfaction of the conditions set forth in Section 1.3, (x) each Holder agrees to and hereby does contribute, assign, transfer and deliver to Parent, and Xxxxxx agrees to and hereby does acquire, assume and accept from each Holder, all of such Xxxxxx’s right, title and interest in, to and under the number of Rollover Shares as set forth on such Xxxxxx’s signature page hereto and (y) in consideration for such contribution and concurrently therewith, Parent shall and does issue to such Holder (or, if agreed in writing by such Holder and Parent, an Affiliate of such Holder), and such Holder shall, automatically and with no further action thereby, subscribe for, acquire and accept, that number of Parent Shares equal to 100 times the number of Xxxxxx’s Rollover Shares so contributed hereunder (such contribution and subscription, the “Rollover Closing”). Each Holder hereby acknowledges and agrees that (i) delivery of the Parent Shares pursuant to and in accordance with the foregoing sentence shall constitute complete satisfaction of all obligations towards or sums due to such Holder by Xxxxxx and Merger Sub in respect of the Rollover Shares held by such Holder and cancelled at the Merger Closing as contemplated by the Merger Agreement, and (ii) such Holder shall have no right to the Offer Price pursuant to the Offer, the Merger or otherwise in respect of the Rollover Shares of such Holder.
Contribution and Subscription. The Contribution and Subscription shall have been consummated prior to the Effective Time.
Contribution and Subscription. Closing; Closing Date
SECTION 2.01. The Contribution and Subscription; Closing...................10 SECTION 2.02. Closing Date.................................................11
Contribution and Subscription. On the terms and subject to the conditions set forth in this Agreement, the Contributor hereby agrees to contribute, transfer, assign and deliver to the Company, and the Company hereby accepts the contribution, transfer and assignment from the Contributor, the TFF Assets described below in exchange for the Company’s issuance of the Shares to the Contributor.
Contribution and Subscription. Pursuant to the terms and subject to the conditions set forth in this Agreement, the Stockholder hereby contributes $75,000 to the Company in exchange for 300,000 shares of Common Stock. All payments being made by wire transfer shall be made to the order of BBJ Environmental Technologies, Inc. and shall be wired to the Company's bank account as follows: For BBJ Environmental Technologies, Inc. For further credit of BBJ Environmental Solutions, Inc. Account Number: 7966309700 ABA Routing Number: 000000000 AmSouth Bank - Dolphin Village Branch #171 Attn: Xxxxx Xxxxx 0000 Xxxx Xxxx. Xx. Xxxx Xxxxx, FL 33706 Phone: 000-000-0000 Fax: 000-000-0000
Contribution and Subscription. The Contributor hereby subscribes for and ----------------------------- agrees to acquire the Class A Units designated below in exchange for a contribution of the Timber Rights, all as evidenced by the Contributor's execution of this Agreement, the Easement and Management Agreement and the LLC Agreement (as defined below). The Contributor understands that before this subscription will be accepted, the Contributor must have properly completed, executed and returned to the Forest Bank the following:
(a) this Agreement, including two signed signature pages;
(b) the FIRPTA Certificate;
(c) the First Amended and Restated Limited Liability Company Agreement of the Forest Bank, LLC (the "LLC Agreement"); and
(d) either (1) A Forest Bank Forest Management and Conservation Easement, or (2) A Forest Bank Forest Management Easement, if the Contributor has previously executed a Nature Conservancy Conservation Easement with The Nature Conservancy. either (1) or (2) above, as applicable, is referred to herein as the "Easement and Management Agreement". A copy of Contributor's fully executed Easement and Management Agreement is attached as Exhibit A.
Contribution and Subscription. (a) Subject to the terms and conditions hereof and the provisions of the Partnership Agreement, Subscriber shall contribute, sell, assign and transfer all of its Membership Interests to the Company in consideration for the issuance by the Company to Subscriber of that number of Units equal to (x) Subscriber’s Sale Percentage (as defined below) in the Property Owner multiplied by (y) the Property Owner Valuation (as defined below) divided by (z) the per share issuance price of the REIT’s common stock in its contemplated initial public offering. “Sale Percentage” means the percentage of net proceeds that would be distributed to Subscriber as a member of the Property Owner, in accordance with the Property Owner’s operating agreement as in effect immediately prior to Closing, upon the sale of all or substantially all of the Property Owner’s assets for an amount equal to the Property Owner Valuation. “Property Owner Valuation” means the aggregate purchase price for 100% of the Membership Interests in the Property Owner, which shall be $ plus or minus such customary credits, pro rations and other adjustments for operating costs and liabilities as may be agreed by the Company and the manager of the Property Owner in connection with Closing (as defined below). Notwithstanding the foregoing, in the event that the undersigned has elected Option B pursuant to the Consent and Election in the form attached hereto as Appendix A (“Consent and Election”), the Company shall deliver cash payment to the undersigned in an amount equal to the undersigned’s Sale Percentage multiplied by the Property Owner Valuation, minus any applicable withholding taxes.
Contribution and Subscription. 2.1. Subject to the terms and conditions set forth herein, the Contributor hereby irrevocably agrees to subscribe to the Subscription Shares in the Fund for the aggregate capital contribution set forth herein. The Contributor agrees to subscribe to the Subscription Shares for aggregate consideration being the amount specified as Capital Commitment in Schedule I (“Capital Commitment”). The Contributor’s Capital Commitment shall be contributed in instalments (each of such contribution, a “Capital Contribution”) pursuant to the terms of, and at the times required by, this Agreement and Memorandum. All payments of the Contributor’s Capital Commitment shall be made in cash by way of wire transfer or through any other permissible banking channel pursuant to instructions provided by the Investment Manager, prior to the due date of such Capital Contribution. With respect to the Subscription Shares, the Contributor agrees to be bound, by all the terms and provisions of this Agreement and the Charter Documents.
2.2. The Fund reserves the right, in its absolute discretion, to reject the Capital Commitment by the Contributor, in whole or in part, at any time before the Contributor receives notice of acceptance from the Fund. If the Capital Commitment is rejected in whole, this Agreement will thereafter be of no force or effect, and the Fund will cause the subscription materials signed by the Contributor to be returned to the Contributor or destroyed, at the sole discretion of the Investment Manager.
Contribution and Subscription. (a) Subject to the terms and conditions set forth herein, at the Closing Buyer shall contribute, or cause to be contributed, to the Company an aggregate amount of cash equal to $6,350,000,000 multiplied by the Buyer Percentage (the “Purchase Price”) in consideration for the issuance to Buyer of LLC Units as set forth in Section 2.1(b) (the “Contribution”).
(b) Subject to the terms and conditions set forth herein, at the Closing the Company agrees to issue to Buyer and Buyer agrees to purchase LLC Units representing the Buyer Percentage of the aggregate LLC Units outstanding immediately after the Closing and after giving effect to the Management Subscription (the “Buyer Units”) in consideration for the Contribution (the “Subscription”).
(c) At or promptly following the Closing, the Company shall issue LLC Units to OMI representing up to 0.22% of the aggregate LLC Units after giving effect to such issuance to OMI and to the issuance of the Buyer Units to Buyer pursuant to this Agreement, which LLC Units issued to OMI shall be for the benefit of management and other employees of the Company and its Subsidiaries and shall be issued at a price per LLC Unit determined by the board of directors of the Company to be the fair market value of each such LLC Unit issued to OMI (the “Management Subscription”), which determination of fair market value may or may not be equivalent to that portion of the Purchase Price allocable to a single LLC Unit. The Company shall notify Buyer of the exact number and percentage of LLC Units to be issued to OMI no later than three Business Days prior to the Closing and the Company covenants not to issue to OMI on or about the Closing Date more than the number of LLC Units set forth in such notice.
