Contribution of Equity. On the terms set forth in this Agreement, at the closing of the transactions contemplated by this Agreement as set forth in Section 2 (the "Note Purchase Closing"), (a) the Purchaser will contribute, assign and transfer to the Company, and the Company will acquire and accept from the Purchaser, the Contributed Equity, which Contributed Equity will be so contributed, assigned and transferred free and clear of all Encumbrances, except for Permitted Share Encumbrances, and (b) the Company will issue and deliver to the Purchaser the Note.
Contribution of Equity. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, but effective for all purposes as of 11:59 p.m. on the last day of the month immediately prior to the Closing Date (the “Effective Time”), HEP will contribute, convey and assign to Regency Sub, and Regency Sub shall accept, all of the outstanding membership interests of the Xxxxxx LLCs (the “Interests”).
Contribution of Equity. (a) Contemporaneously with the execution of this Agreement and upon the terms and condition set forth herein, PRLP hereby contributes and conveys to PEG Inc., and PEG Inc. hereby accepts from PRLP, the following:
(i) all of the outstanding membership interests of Pattern Chile in consideration of US$ 35,361,980 in cash( the “Chile Consideration”) to be paid by PEG Inc. to PRLP; and
(ii) all of the outstanding membership interests of Pattern US in consideration of US$99,515,433 in cash, US$ 4,207,116 in assumption of Employment Rights and Liabilities, 19,445,000 newly issued shares of Class A common stock of PEG Inc. and 4,778,300 newly issued shares of Class B common stock of PEG Inc. (collectively, the “US Consideration”) to be paid and issued by PEG Inc. to PRLP.
(b) Immediately following the making of the contributions and conveyances contemplated in Section 1.01(a), PRHC shall transfer and convey to PEG Inc., and PEG Inc. shall accept from PRHC, all of the outstanding shares of Pattern Canada in consideration of US$ 97,762,587 in cash, US$ 55,823 in assumption of Employment Rights and Liabilities, and 10,776,700 newly issued shares of Class B common stock of PEG Inc. at a price of US$ 20.60 each, to be paid and issued by PEG Inc. to PRHC (collectively, the “Canadian Consideration” and, together with the Chile Consideration and US Consideration, the “Total Equity Consideration”).
(c) The conveyances of the equity interests of Pattern Chile and Pattern US from PRLP and of Pattern Canada from PRHC to PEG Inc. that are contemplated in Section 1.01(a) and (b), respectively, will occur automatically in the order referred to above commencing upon the execution of this Agreement, without need for further action by the Parties.
Contribution of Equity. The shares of the Company’s equity securities transferred to the Company by the Investor at Closing are owned by the Investor, free and clear of all liens.
Contribution of Equity. The members of each Borrower shall have contributed the necessary equity to provide sufficient funding for such Borrower to have adequate resources (together with Loan proceeds) to pay for all items as shown on the Budgets. The required equity for each Borrower, and for all Borrowers together, shall have been contributed on or before the first Closing Date applicable to any Borrower; provided, however, that upon request of the Borrowers, FINOVA may permit the required equity contribution to designated Borrowers to be deferred for a period of not more than thirty (30) days following the initial Closing Date applicable to any Borrower (but in no event subsequent to the Closing Date applicable to the particular Borrower involved), and at the request of Bay Spring, the required equity as to Bay Spring may be contributed immediately prior to the date any Advances under the Loan are made by FINOVA to or for the benefit of Bay Spring (and such equity contribution shall be a condition precedent to the first such Advance). The sum of each Borrower's allocated portion of Loan B2 plus required equity contributions for each of the Borrowers shall be not less than 25% of the total acquisition, development and construction costs applicable to the particular Facility to be owned and operated by such Borrower. All required equity contributions shall be in cash; provided, however, that Vintage shall be permitted to receive credit for the contribution of its development fee with respect to the various Facilities (i.e., Vintage may allocate such fee directly to the various Borrowers as its equity contribution, rather than being paid such fee in cash), in an amount as to each Borrower to be approved by FINOVA, but in no event shall the total equity contributed to all Borrowers in a non-cash form exceed, in the aggregate $950,000.
Contribution of Equity. Subject to the escrow provisions set forth in the paragraph, Borrower shall obtain additional equity investments on terms and conditions acceptable to Lender of an amount not less than $4,500,000.00 (the “New Equity”) on or before March 1, 2011. Borrower shall provide Lender with weekly reports of its receipt of any legally binding commitments for the New Equity, including copies of all subscription agreements, on or before 5:00 p.m. Central Time each Monday, beginning January 10, 2011. The New Equity may be used by the Borrower for working capital purposes or, upon the Lender’s prior written consent, which consent shall not be unreasonably withheld, and in an amount not to exceed $1,400,000.00, for the costs of the Xxxx Remediation Project. The New Equity will be held in escrow pursuant to the terms of an escrow agreement acceptable to the Lender, pending Lender’s approval of the Borrower’s corn oil separation project and Lender and Borrower entering into mutually agreeable amendments to the Loan Documents which may provide, among other terms, an extension of the Revolving Loan beyond the Forbearance Period, reamortization of principal payments on the terms loans, resetting of the term revolving loan and adjustments to interest rates, and such other changes to the terms, conditions and covenants of the Loan Documents as are mutually agreeable to the Lender and Borrower.
Contribution of Equity. Subject to the terms and conditions contained in this Agreement, at Closing (i) Yabbly shall issue to AGI the Yabbly Membership Interests and (ii) AGI shall issue and contribute to Yabbly the AGI Common Shares. The Parties intend and agree that such transactions shall be treated as a contribution of the AGI Common Shares to Yabbly in exchange for the Yabbly Membership Interests in accordance with Section 721 of the Code and Revenue Ruling 99-57 under the Code.
Contribution of Equity. Prior to or simultaneous with the Closing, Buyer shall have received the Three Million Dollars ($3,000,000) cash equity contribution from its members described in Section 5.5.
Contribution of Equity. (a) Contemporaneously with the execution of this Agreement and upon the terms and condition set forth herein, PRLP hereby contributes and conveys to PEG Inc., and PEG Inc. hereby accepts from PRLP, the following:
(i) all of the outstanding membership interests of Pattern Chile in consideration of US$_____ in cash, ________newly issued shares of Class A common stock of PEG Inc. and _________ newly issued shares of Class B common stock of PEG Inc. (collectively, the “Chile Consideration”) to be paid and issued by PEG Inc. to PRLP; and
(ii) all of the outstanding membership interests of Pattern US in consideration of US$_____ in cash, US$ _______ in assumption of Employment Liabilities, ________ newly issued shares of Class A common stock of PEG Inc. and _________ newly issued shares of Class B common stock of PEG Inc. (collectively, the “US Consideration”) to be paid and issued by PEG Inc. to PRLP.
(b) Immediately following the making of the contributions and conveyances contemplated in Section 1.01(a), PRHC shall transfer and convey to PEG Inc., and PEG Inc. shall accept from PRHC, all of the outstanding shares of Pattern Canada in consideration of US$_____ in cash, US$_______ in assumption of Employment Liabilities, ________ newly issued shares of Class A common stock of PEG Inc. and _________ newly issued shares of Class B common stock of PEG Inc. to be paid and issued by PEG Inc. to PRHC (collectively, the “Canadian Consideration” and, together with the Chile Consideration and US Consideration, the “Total Equity Consideration”).
(c) The conveyances of the equity interests of Pattern Chile and Pattern US from PRLP and of Pattern Canada from PRHC to PEG Inc. that are contemplated in Section 1.01(a) and (b), respectively, will occur automatically in the order referred to above commencing upon the execution of this Agreement, without need for further action by the Parties.
Contribution of Equity. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, JLL Holdco shall (i) contribute, or shall cause to be contributed, $402,000,000 in immediately available funds to Newco, (ii) cause the Option Cancellation to be consummated, and (iii) contribute the general partnership interest in Fund V to Newco (the “JLL Contribution”).
