Contribution Consideration. Upon the terms and subject to the conditions set forth in this Agreement, at Closing, in exchange for the Property, the parties agree as follows: (a) the total consideration which induced the Contributor to contribute the Property to GIPLP includes: the Partnership Units, GIPLP’s assumption of the Existing Debt (defined below) at Closing, and GIPLP’s payment of the Adjusted Cash Amount, all of which shall hereinafter be referred to collectively as the “Contribution Consideration”; (b) the Partnership Units shall have an aggregate value, calculated as: (i) the Gross Asset Value (defined above); minus (ii) the principal balance of Existing Debt (defined below) on the Closing Date; and minus (iii) One Hundred Thousand and No/100 Dollars ($100,000.00) in immediately available funds to be paid to Contributor (“Cash Amount”) provided, however, the Cash Amount shall be subject to any adjustments described in this Agreement occurring on or prior to the Closing Date in favor of GIPLP (as adjusted, the “Adjusted Cash Amount”) (the value of (i), (ii) and (iii) collectively the “Partnership Units Value”); provided further, however, that any adjustment to the Cash Amount will not affect the Partnership Units Value; (c) the Property will be transferred to GIPLP or its Affiliate subject to the unpaid principal balance and any accrued but unpaid interest as of the date that is ten (10) days prior to the Closing Date with respect to that certain: (i) Promissory Note dated October 23, 2017, in the original principal amount of $5,200,000.00, made by Contributor in favor of Bayport Credit Union (the “Contributor’s Lender”) the “Existing Debt”); (d) the total amount to be paid to the Contributor at the Closing shall be the Adjusted Cash Amount and the Partnership Units (the “Contribution Amount”); (e) the number of Partnership Units to be issued to the Contributor shall be calculated by dividing the Partnership Units Value by $5.00 (rounded to the nearest whole number), which is the agreed-upon price of one share of common stock, par value $0.01 per share (“Common Stock”), of GPREIT, at the time of the Closing; and (f) all costs and fees charged by the Contributor’s Lender and any rating agency, including without limitation any loan assumption fees, brokerage charges, underwriting fees or legal fees, associated with the assumption of the Existing Debt (collectively the “Loan Fees”) shall be paid by GIPLP. Contributor shall cooperate with GIPLP to cause all loans, notes, mortga...
Contribution Consideration. In consideration of the exchange of the Company Stock and the representations, warranties, covenants and agreements of Stockholder set forth herein, Purchaser will issue and deliver to Stockholder 2,734,698 shares of common stock in Purchaser (the “Purchaser Shares”).
Contribution Consideration. The consideration for the contribution by Contributor of the Member Interest and the “Contributed Assets,” defined as the Properties and any and all personal property located thereon except for personal property owned by tenants to the Properties (the assignment of which does not require an assignment separate from this Agreement), to the UPREIT for the Property (the “Contribution Consideration”), shall consist of that number of Convertible Common Units having an aggregate value, calculated as provided in Section 3.3.2 below, equal to (the “Total LP Unit Amount”): the sum of: (A) the Gross Asset Value assigned to the Property, as determined pursuant to Exhibit B attached hereto; minus (B) the sum of any Contributor Property Indebtedness with respect to the Property, as provided on Exhibit C attached hereto, as Exhibit C may be modified (pursuant to the next succeeding sentence or otherwise); minus (C) the Reduction Amount (as defined in Section 14); minus (D) any other adjustments described in this Agreement (“Adjustments”) occurring on or prior to the Closing Date in favor of Acquiror; plus (E) any Adjustments occurring on or prior to the Closing Date in favor of Contributor; and plus (F) any reserves, deposits and escrows maintained by Contributor with the lender holding the Contributor Property Indebtedness encumbering the Property. The parties agree that, in the event the Closing Statement (as defined below) includes information that differs from that reflected on Exhibit B with respect to the Gross Asset Value and any Contributor Property Indebtedness with respect to the Property, all such information included within the Closing Statement shall be controlling in all such respects. Notwithstanding the preceding contemplated calculations, however, none of such calculations shall occur at Closing if they are duplicative of calculations described under the Master Agreement for purposes of determining Gross Asset Value. If the above-described calculation of Contribution Consideration would result in a fractional number of LP Units (as hereinafter defined) to be delivered to Contributor, the UPREIT shall round that fraction up or down, as the case may be, to the nearest whole number of LP Units. The Property are to be acquired by the UPREIT subject to the corresponding items of Contributor Property Indebtedness with respect to the Property. No portion of the Contribution Consideration shall be paid in cash. Provided that all conditions precedent to Acquiror...
Contribution Consideration. (a) In consideration of the contribution of the Membership Interest by each Contributor, Acquiror at the Closing shall issue a number of OP Units to each Contributor equal to the cash value of the LP Interests of such Contributor as contributed to the Acquiror; provided that the OP Units shall be valued based on the average of the closing price of the Common Shares as reported on the New York Stock Exchange during the period of the most recent ten (10) trading days, ending on the last trading day before the Closing Date. Such consideration shall be referred to in this Agreement as the “Contribution Consideration.” If the determination of the Contribution Consideration results in a fractional number of OP Units to be delivered to each Contributor, Acquiror shall round that fraction up to the nearest whole number of OP Units.
(b) The OP Units shall be redeemable for Common Shares or cash (or a combination thereof) in accordance with the procedures described in the Partnership Agreement. Each Contributor acknowledges that the OP Units will not be certificated and that, therefore, the issuance of the OP Units shall be evidenced by a Schedule of Partners to be attached to the Partnership Agreement, as such schedule may be updated from time to time by the Acquiror in accordance with the terms of the Partnership Agreement. Each Contributor shall be admitted to Acquiror as a limited partner of Acquiror upon execution of such documents as are required to be executed by new limited partners under the terms of the Partnership Agreement, and upon the approval of the admission of each Contributor as a new limited partner by the REIT GP.
Contribution Consideration. The following consideration shall be payable to the Contributors as a result of the Contribution: (i) 3,327,833 shares of Pubco Common Stock (the “Aggregate Common Stock Consideration”); and (ii) 1,672,036 shares of Pubco Series A Preferred Stock (the “Aggregate Preferred Stock Consideration” and, together with the Aggregate Common Stock Consideration, the “Aggregate Contribution Consideration”). Such Aggregate Contribution Consideration shall be payable to the Contributors as follows:
(a) Each share of Company Series A Preferred Stock held by a Contributor as of immediately prior to the Effective Time shall entitle such Contributor to receive, in accordance with Section 1.4, 13.7925 shares of Pubco Series A Preferred Stock (the “Series A Per Share Contribution Consideration”).
(b) Each share of Company Series A-1 Preferred Stock held by a Contributor as of immediately prior to the Effective Time shall entitle such Contributor to receive, in accordance with Section 1.4, 12.50 shares of Pubco Series A Preferred Stock (the “Series A-1
Contribution Consideration. The consideration to be paid to Contributor by the Acquiror for the Project (the “Contribution Consideration”) shall have an aggregate value of Eighteen Million and No/100 Dollars ($18,000,000.00), consisting of: (i) the assumption by Subsidiary of the Assumed Indebtedness under the First Mortgage Loan Documents (as defined Section 4.1); and (ii) that number of LP Units (as defined below) having an aggregate value, calculated as provided in Section 2.3.3 below, equal to (the “Total LP Unit Amount”): (A) the Contribution Consideration minus (B) the total amount of the Assumed Indebtedness (as defined in Section 11.1.18), subject to the next succeeding sentence; minus (C) any prorations described in Section 12 (“Prorations”) and credited, as of the Closing Date (as defined below) to Acquiror or Subsidiary, as applicable; plus (E) any Prorations credited, as of the Closing Date, to Contributor; minus (F) any other adjustments described in this Agreement (“Adjustments”) occurring on or prior to the Closing Date in favor of Acquiror or Subsidiary, as applicable; and plus (G) any Adjustments occurring on or prior to the Closing Date in favor of the Contributor, including without limitation, cash to reimburse Contributor for certain closing and financing costs as reflected on the final approved closing statement for the transaction. If the above-described calculation of Contribution Consideration would result in a fractional number of LP Units to be delivered to Contributor, the Acquiror shall round that fraction down to the nearest whole number of LP Units. The Project is to be contributed to the Acquiror and conveyed to Subsidiary subject to the Assumed Indebtedness, which will be assumed by the Subsidiary simultaneously with the occurrence of the Closing. Provided that all conditions precedent to Acquiror’s or Subsidiary’s, as applicable obligations to close as set forth in this Agreement (collectively, “Acquiror’s Conditions Precedent”) have been satisfied and fulfilled, or waived in writing by Acquiror or Subsidiary, as applicable, the Contribution Consideration shall be given and paid to Contributor at Closing pursuant to Section 2.3 below.
Contribution Consideration. The consideration to be paid to Contributor by Acquiror for the Project (the “Contribution Consideration”) shall consist of LP Units (as defined below) having an aggregate value of $30,000,000.00.
Contribution Consideration. 3.2.1 Pursuant to the Contribution Agreement, the consideration for the Contribution shall consist of 34,876,043 Second Sight Shares to be issued by Second Sight to the benefit of Pixium (the “Contribution Consideration”).
3.2.2 Pixium is acquiring the Second Sight Shares for investment for its own account only and not with a view to, or for resale in connection with, any public sale or “distribution” thereof within the meaning of the Securities Act or under any applicable provision of state Law in violation of the Securities Act or such applicable provision of state Law. Pixium does not have any present intention to transfer the Second Sight Shares to any other person or entity in such a “distribution.” Pixium acknowledges that, because the Second Sight Shares to be received under this Agreement are not expected to be registered under the Securities Act or any states securities Laws, such Second Sight Shares (i) must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available and subject to state securities Laws, as applicable and (ii) will bear a legend to such effect and the Company will make a notation on its transfer books to such effect.
3.2.3 Without limiting the foregoing, Pixium is aware of the provisions of Rule 144 and Rule 506 promulgated under the Securities Act, as presently in effect, and understands and agrees to be bound by the resale limitations imposed thereby and by the Securities Act. Pixium is able to bear the economic risk of holding the Second Sight Shares for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in its financial and business matters so as to be capable of evaluating the merits and risks of its investment. Pixium is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, as presently in effect.
3.2.4 Pixium has received all the information it considers necessary or appropriate for deciding whether to execute and deliver this Agreement and to consummate the Transaction. Pixium further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the Second Sight Shares and the business, properties, prospects and financial condition of the Company. Pixium has had the opportunity to (i) carefully read this Agreement and each other agreement delivered in connection herewith, (ii) discuss the foreg...
Contribution Consideration. As consideration for the contribution and transfer of the Contributed Interests, the Purchaser shall issue to the Seller (the “Contribution Consideration”) membership interests representing in the aggregate four percent (4.0%) of the issued and outstanding membership interests of the Purchaser (the “Greenlane Interests”), in accordance with the terms of the Governing Documents of the Purchaser and free and clear of all Encumbrances (other than any restrictions under the Securities Act or applicable state securities Laws or as set forth in the Purchaser’s Governing Documents).
Contribution Consideration. Subject to the terms and conditions of this Agreement, the consideration to be delivered to the Contributors by the Recipient in exchange for the Shares (the "CONTRIBUTION CONSIDERATION") shall be deliverable as follows:
