Common use of Contribution of Conversion Shares for Units Clause in Contracts

Contribution of Conversion Shares for Units. (a) Subject to the terms and conditions set forth herein, the GA Shareholders hereby agree to contribute to Parent, on the Closing Date (as defined below), all of the Conversion Shares set forth opposite the GA Shareholders' names on SCHEDULE III hereto, in exchange for that number of Units set forth opposite their names on SCHEDULE III attached hereto, and Parent hereby agrees to accept such Conversion Shares from the GA Shareholders on the Closing Date and issue such Units to the GA Shareholders in consideration therefor on the Closing Date. The GA Shareholders may allocate in their sole discretion the number of Conversion Shares contributed and Units issued pursuant to this Section 1.2(a) among the GA Shareholders without the consent of the Parent or any other Contributing Shareholders, PROVIDED that the aggregate number of such Conversion Shares contributed and Units issued in consideration therefor are those set forth opposite the GA Shareholders' names on SCHEDULE III hereto. (b) Subject to the terms and conditions set forth herein, each Contributing Shareholder (other than the GA Shareholders) hereby agrees, severally but not jointly, to contribute to Parent, on the Closing Date, all of the Conversion Shares set forth opposite its name on SCHEDULE III hereto, in exchange for that number of Units set forth opposite its name on SCHEDULE III attached hereto, and Parent hereby agrees to accept such Conversion Shares from such Contributing Shareholder (other than the GA Shareholders) on the Closing Date and issue such Units to such Contributing Shareholder (other than the GA Shareholders) in consideration therefor on the Closing Date. (c) Notwithstanding anything to the contrary contained in this Agreement, each of Peter Kellner, Richmond I, LLC, Richmond III, LLC, the Kellner Xxxxxxxxxx, George Kellner, Trust FBO Peter and Catherinx Xxxxner, Catherine Xxxxxxx, Xxxxx Kellner and Pxxx Xellnex (xxxxxxxxxxxx, txx "XXXXXXX XXXXXER XXXXXXXXXXXS") axx Xxxxxxxx CP LLC ("RICHMOND CP"), hereby xxxxxxx and severally agree that (i) as soon as practicable after the date hereof (but in any event not more than five (5) days after the date hereof) (the "ASSIGNMENT DATE"), each of the Current Kellner Shareholders shall assign, transfer, convey and deliver to Rxxxxxxx CP, and Richmond CP shall accept the assignment and transfer from such Current Kellner Shareholder, all of the right, title and interest in anx xx (x) the Conversion Shares of such Current Kellner Shareholder set forth opposite its name on SCHEDULE III attaxxxx xxreto and (y) all rights (including, without limitation, the right to receive Units upon contribution of the Conversion Shares pursuant to the terms hereof) and obligations (including, without limitation, the obligation to contribute the Conversion Shares pursuant to the terms hereof) of such Current Kellner Shareholder pursuant to or arising out of this Agreement, xxx (xi) upon such assignment and transfer, Richmond CP hereby assumes and agrees to perform and discharge in full as and when due any and all liabilities and obligations of each of the Current Kellner Shareholders, of any type whatsoever, arising out of or rexxxxxx to the Conversion Shares or this Agreement, whether accruing before, on or after the date hereof. Upon the completion of such transfers pursuant to this Section 1.2(c), SCHEDULE III hereto shall be amended in accordance with the provisions of Section 6.4.

Contribution of Conversion Shares for Units. (a) Subject to the terms and conditions set forth herein, the GA Shareholders hereby agree to contribute to Parent, on the Closing Date (as defined below), all of the Conversion Shares set forth opposite the GA Shareholders' names on SCHEDULE Schedule III hereto, in exchange for that number of Units set forth opposite their names on SCHEDULE Schedule III attached hereto, and Parent hereby agrees to accept such Conversion Shares from the GA Shareholders on the Closing Date and issue such Units to the GA Shareholders in consideration therefor on the Closing Date. The GA Shareholders may allocate in their sole discretion the number of Conversion Shares contributed and Units issued pursuant to this Section 1.2(a) among the GA Shareholders without the consent of the Parent or any other Contributing Shareholders, PROVIDED provided that the aggregate number of such Conversion Shares contributed and Units issued in consideration therefor are those set forth opposite the GA Shareholders' names on SCHEDULE Schedule III hereto. (b) Subject to the terms and conditions set forth herein, each Contributing Shareholder (other than the GA Shareholders) hereby agrees, severally but not jointly, to contribute to Parent, on the Closing Date, all of the Conversion Shares set forth opposite its name on SCHEDULE Schedule III hereto, in exchange for that number of Units set forth opposite its name on SCHEDULE Schedule III attached hereto, and Parent hereby agrees to accept such Conversion Shares from such Contributing Shareholder (other than the GA Shareholders) on the Closing Date and issue such Units to such Contributing Shareholder (other than the GA Shareholders) in consideration therefor on the Closing Date. (c) Notwithstanding anything to the contrary contained in this Agreement, each of Peter KellnerPxxxx Xxxxxxx, Richmond I, LLC, Richmond III, LLC, the Kellner XxxxxxxxxxKxxxxxx Foundation, George KellnerGxxxxx Xxxxxxx, Trust FBO Peter Pxxxx and Catherinx Xxxxner, Catherine Cxxxxxxxx Xxxxxxx, Xxxxx Kellner Cxxxxxxxx Xxxxxxx, Cxxxx Xxxxxxx and Pxxx Xellnex Xxxxxxx (xxxxxxxxxxxxcollectively, txx the "XXXXXXX XXXXXER XXXXXXXXXXXSCurrent Kxxxxxx Shareholders") axx Xxxxxxxx and Richmond CP LLC ("RICHMOND Richmond CP"), hereby xxxxxxx jointly and severally agree that (i) as soon as practicable after the date hereof (but in any event not more than five (5) days after the date hereof) (the "ASSIGNMENT DATEAssignment Date"), each of the Current Kellner Kxxxxxx Shareholders shall assign, transfer, convey and deliver to Rxxxxxxx Richmond CP, and Richmond CP shall accept the assignment and transfer from such Current Kellner Kxxxxxx Shareholder, all of the right, title and interest in anx xx and to (x) the Conversion Shares of such Current Kellner Kxxxxxx Shareholder set forth opposite its name on SCHEDULE Schedule III attaxxxx xxreto attached hereto and (y) all rights (including, without limitation, the right to receive Units upon contribution of the Conversion Shares pursuant to the terms hereof) and obligations (including, without limitation, the obligation to contribute the Conversion Shares pursuant to the terms hereof) of such Current Kellner Kxxxxxx Shareholder pursuant to or arising out of this Agreement, xxx and (xiii) upon such assignment and transfer, Richmond CP hereby assumes and agrees to perform and discharge in full as and when due any and all liabilities and obligations of each of the Current Kellner Kxxxxxx Shareholders, of any type whatsoever, arising out of or rexxxxxx relating to the Conversion Shares or this Agreement, whether accruing before, on or after the date hereof. Upon the completion of such transfers pursuant to this Section 1.2(c), SCHEDULE Schedule III hereto shall be amended in accordance with the provisions of Section 6.4.

Contribution of Conversion Shares for Units. (a) Subject to the terms and conditions set forth herein, the GA Shareholders hereby agree to contribute to Parent, on the Closing Date (as defined below), all of the Conversion Shares set forth opposite the GA Shareholders' ’ names on SCHEDULE Schedule III hereto, in exchange for that number of Units set forth opposite their names on SCHEDULE Schedule III attached hereto, and Parent hereby agrees to accept such Conversion Shares from the GA Shareholders on the Closing Date and issue such Units to the GA Shareholders in consideration therefor on the Closing Date. The GA Shareholders may allocate in their sole discretion the number of Conversion Shares contributed and Units issued pursuant to this Section 1.2(a) among the GA Shareholders without the consent of the Parent or any other Contributing Shareholders, PROVIDED provided that the aggregate number of such Conversion Shares contributed and Units issued in consideration therefor are those set forth opposite the GA Shareholders' ’ names on SCHEDULE Schedule III hereto. (b) . Subject to the terms and conditions set forth herein, each Contributing Shareholder (other than the GA Shareholders) hereby agrees, severally but not jointly, to contribute to Parent, on the Closing Date, all of the Conversion Shares set forth opposite its name on SCHEDULE Schedule III hereto, in exchange for that number of Units set forth opposite its name on SCHEDULE Schedule III attached hereto, and Parent hereby agrees to accept such Conversion Shares from such Contributing Shareholder (other than the GA Shareholders) on the Closing Date and issue such Units to such Contributing Shareholder (other than the GA Shareholders) in consideration therefor on the Closing Date. (c) . Notwithstanding anything to the contrary contained in this Agreement, each of Peter KellnerPxxxx Xxxxxxx, Richmond I, LLC, Richmond III, LLC, the Kellner XxxxxxxxxxKxxxxxx Foundation, George KellnerGxxxxx Xxxxxxx, Trust FBO Peter Pxxxx and Catherinx Xxxxner, Catherine Cxxxxxxxx Xxxxxxx, Xxxxx Kellner Cxxxxxxxx Xxxxxxx, Cxxxx Xxxxxxx and Pxxx Xellnex Xxxxxxx (xxxxxxxxxxxxcollectively, txx "XXXXXXX XXXXXER XXXXXXXXXXXS"the “Current Kxxxxxx Shareholders”) axx Xxxxxxxx and Richmond CP LLC ("RICHMOND “Richmond CP"”), hereby xxxxxxx jointly and severally agree that (i) as soon as practicable after the date hereof (but in any event not more than five (5) days after the date hereof) (the "ASSIGNMENT DATE"“Assignment Date”), each of the Current Kellner Kxxxxxx Shareholders shall assign, transfer, convey and deliver to Rxxxxxxx Richmond CP, and Richmond CP shall accept the assignment and transfer from such Current Kellner Kxxxxxx Shareholder, all of the right, title and interest in anx xx and to (x) the Conversion Shares of such Current Kellner Kxxxxxx Shareholder set forth opposite its name on SCHEDULE Schedule III attaxxxx xxreto attached hereto and (y) all rights (including, without limitation, the right to receive Units upon contribution of the Conversion Shares pursuant to the terms hereof) and obligations (including, without limitation, the obligation to contribute the Conversion Shares pursuant to the terms hereof) of such Current Kellner Kxxxxxx Shareholder pursuant to or arising out of this Agreement, xxx and (xiii) upon such assignment and transfer, Richmond CP hereby assumes and agrees to perform and discharge in full as and when due any and all liabilities and obligations of each of the Current Kellner Kxxxxxx Shareholders, of any type whatsoever, arising out of or rexxxxxx relating to the Conversion Shares or this Agreement, whether accruing before, on or after the date hereof. Upon the completion of such transfers pursuant to this Section 1.2(c), SCHEDULE Schedule III hereto shall be amended in accordance with the provisions of Section 6.4.

Contribution of Conversion Shares for Units. (a) Subject to the terms and conditions set forth herein, the GA Shareholders hereby agree to contribute to Parent, on the Closing Date (as defined Table of Contents below), all of the Conversion Shares set forth opposite the GA Shareholders' ’ names on SCHEDULE Schedule III hereto, in exchange for that number of Units set forth opposite their names on SCHEDULE Schedule III attached hereto, and Parent hereby agrees to accept such Conversion Shares from the GA Shareholders on the Closing Date and issue such Units to the GA Shareholders in consideration therefor on the Closing Date. The GA Shareholders may allocate in their sole discretion the number of Conversion Shares contributed and Units issued pursuant to this Section 1.2(a) among the GA Shareholders without the consent of the Parent or any other Contributing Shareholders, PROVIDED provided that the aggregate number of such Conversion Shares contributed and Units issued in consideration therefor are those set forth opposite the GA Shareholders' ’ names on SCHEDULE Schedule III hereto. (b) Subject to the terms and conditions set forth herein, each Contributing Shareholder (other than the GA Shareholders) hereby agrees, severally but not jointly, to contribute to Parent, on the Closing Date, all of the Conversion Shares set forth opposite its name on SCHEDULE Schedule III hereto, in exchange for that number of Units set forth opposite its name on SCHEDULE Schedule III attached hereto, and Parent hereby agrees to accept such Conversion Shares from such Contributing Shareholder (other than the GA Shareholders) on the Closing Date and issue such Units to such Contributing Shareholder (other than the GA Shareholders) in consideration therefor on the Closing Date. (c) Notwithstanding anything to the contrary contained in this Agreement, each of Peter KellnerXxxxx Xxxxxxx, Richmond I, LLC, Richmond III, LLC, the Kellner XxxxxxxxxxXxxxxxx Foundation, George KellnerXxxxxx Xxxxxxx, Trust FBO Peter Xxxxx and Catherinx XxxxnerXxxxxxxxx Xxxxxxx, Catherine Xxxxxxxxx Xxxxxxx, Xxxxx Kellner Xxxxxxx and Pxxx Xellnex Xxxx Xxxxxxx (xxxxxxxxxxxxcollectively, txx "XXXXXXX XXXXXER XXXXXXXXXXXS"the “Current Xxxxxxx Shareholders”) axx Xxxxxxxx and Richmond CP LLC ("RICHMOND “Richmond CP"”), hereby xxxxxxx jointly and severally agree that (i) as soon as practicable after the date hereof (but in any event not more than five (5) days after the date hereof) (the "ASSIGNMENT DATE"“Assignment Date”), each of the Current Kellner Xxxxxxx Shareholders shall assign, transfer, convey and deliver to Rxxxxxxx Richmond CP, and Richmond CP shall accept the assignment and transfer from such Current Kellner Xxxxxxx Shareholder, all of the right, title and interest in anx xx and to (x) the Conversion Shares of such Current Kellner Xxxxxxx Shareholder set forth opposite its name on SCHEDULE Schedule III attaxxxx xxreto attached hereto and (y) all rights (including, without limitation, the right to receive Units upon contribution of the Conversion Shares pursuant to the terms hereof) and obligations (including, without limitation, the obligation to contribute the Conversion Shares pursuant to the terms hereof) of such Current Kellner Xxxxxxx Shareholder pursuant to or arising out of this Agreement, xxx and (xiii) upon such assignment and transfer, Richmond CP hereby assumes and agrees to perform and discharge in full as and when due any and all liabilities and obligations of each of the Current Kellner Xxxxxxx Shareholders, of any type whatsoever, arising out of or rexxxxxx relating to the Conversion Shares or this Agreement, whether accruing before, on or after the date hereof. Upon the completion of such transfers pursuant to this Section 1.2(c), SCHEDULE Schedule III hereto shall be amended in accordance with the provisions of Section 6.4.