Contribution of Membership Interests. (a) Against delivery of (i) certificates representing an aggregate a number of shares of Common Stock issued by the Company equal to 40.1303% of the Pre-IPO Shares and (ii) a Company Note in the principal amount of $206,916,148.00, and in consideration of the right to participate in the Over-allotment Distribution, the AMCI Parties shall transfer to the Company all of the Membership Interests held by the AMCI Parties as specified in Schedule 2.05A.
(b) Against delivery of (i) certificates representing a number of shares of Common Stock issued by the Company equal to 5.4297% of the Pre-IPO Shares and (ii) a Company Note in the principal amount of $68,988,813.00, and in consideration of the right to participate in the Over-allotment Distribution, Fund IX Holdings shall transfer to the Company all of the Membership Interests held by Fund IX Holdings.
(c) Against delivery of (i) certificates representing a number of shares of Common Stock issued by the Company equal to 0.5819% of the Pre-IPO Shares, (ii) a Company Note in the principal amount of $3,000,524.00, and in consideration of the right to participate in the Over-allotment Distribution, Madison shall transfer to the Company all of the Membership Interests held by Madison.
(d) Against delivery of certificates representing an aggregate number of shares of Common Stock issued by the Company equal to 9.7999% of the Pre-IPO Shares as specified in Schedule 2.05D, and in consideration of the right to participate in the Over-allotment Distribution, the Management Members shall transfer to the Company all of the Membership Interests and Profits Interest held by the Management Members. Those of the Pre-IPO Shares specified on Schedule 2.05D as "unvested shares" shall be subject to the restrictions specified in the Stockholder Agreement.
(e) Subsequent to the transfers set forth in Section 2.04 and Sections 2.05(a) through (d), the following shall occur: (a) the Company shall transfer (i) Membership Interests representing 51.2337% in ANR Holdings to Fund IX Corp and (ii) the remaining 1% membership interest in ANR Holdings to Alpha NR Ventures, Inc.; and (b) subsequent to the transfer described in clause (a) of this Section 2.05(e), the Company shall transfer common shares representing 100% of the issued and outstanding common shares of Alpha NR Ventures, Inc. to Fund IX Corp.
(f) The transfer of the Common Sharing Ratios, Preferred Sharing Ratios and Profits Interest set forth in clauses (a) through (e) above sha...
Contribution of Membership Interests. Subject to the terms and conditions set forth herein, at the Closing (as defined below) and effective as of the Closing Date (as defined below), Contributors shall contribute to GTI PA, and GTI PA shall accept from Contributors, all of Contributors’ right, title, and interest in and to the Membership Interests, free and clear of all liens, claims, encumbrances, security interests and restrictions of any kind (collectively, the “Encumbrances”), except for those Encumbrances set forth on Schedule 3(a)(viii)(A), for the consideration specified in Section 2. Contributors and the Company acknowledge that a true, accurate and complete capitalization table for the Company is set forth on Exhibit A attached hereto.
Contribution of Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing at the time provided for in Section 1.6(b), and upon the terms and subject to the conditions in this Agreement, Buyer and RGHI shall contribute all of the Membership Interests held by them to New Refco in exchange for the consideration described in Section 2.1 (the "Contribution").
Contribution of Membership Interests. DMC hereby transfers, assigns, and conveys to the Partnership as a capital contribution, and the Partnership accepts and acquires from DMC, the Contributed Membership Interests, including, but not limited to, all right, title, and interest of DMC in and to the properties (real and personal), capital, cash flow distributions, profits, and losses of the IFDC General Partner attributable to the Contributed Membership Interests.
Contribution of Membership Interests. (a) Subject to the terms of this Agreement, the Members, together and on a pro-rata basis, hereby contribute, transfer, assign, convey, and deliver, as of the date hereof, and Pubco does hereby acquire and accept from the Members, all of the membership interests in HLDCO (the "Membership Interests"). Transfer of the Membership Interests shall provide Pubco all rights to each of the following held by HLDCO (each a “Business Asset” and collectively, the “Business Assets”). Transfer of the Membership Interests shall provide Pubco all rights to each of the following business operations, assets, rights, and interests that are being transferred from HLDCO to Pubco as part of this Agreement (each a "Transferred Business" and collectively, the "Transferred Business")
(1) all contracts, leases, subleases of personal property, leases or subleases of real property, licenses, agreements, commitments, and all other legally binding arrangements, whether written or oral, to which HLDCO is a party that related solely and exclusively to the Transferred Business;
(2) all tangible personal property (whether as owner, lessor, lessee, or otherwise), including, without limitation, all machinery, equipment, instruments, vehicles, furniture, and furnishings that relate solely and exclusively to the Transferred Business;
(3) all Intellectual Property, associated goodwill, related licenses, and sublicenses (in each case, whether granted or obtained), and other rights, remedies against infringements of, and rights to protection of interests in Intellectual Property under the Laws of all jurisdictions that relate solely and exclusively to the Transferred Business;
(4) all notes receivable, trade receivables, accounts receivable, commissions, and other receivables and rights to payment arising solely and exclusively out of the Transferred Business;
(5) all franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained by, on behalf of, or for the benefit of HLDCO or its subsidiaries from any Governmental Authority that relate solely and exclusively to the Transferred Business;
(6) all books, records, ledgers, files, documents, correspondence, lists, plats, architectural plans, drawings, specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials that are used solely and exclusively in the operation of the Transferred Business;
(7) causes of action, claims, and...
Contribution of Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), Xxxxxxx shall contribute, assign, transfer and deliver to REIT, and REIT shall accept from Xxxxxxx, all of the membership interests in the Contributed Companies held by Xxxxxxx, which constitute one hundred percent (100%) of the equity interests in the Contributed Companies (collectively, the “Membership Interests”), free and clear of all Liens whatsoever. The term “Closing” means the consummation of the transactions contemplated by this Agreement, and the date upon which Closing shall occur shall be defined as the “Closing Date.” Any terms used in this Agreement and not specifically defined herein shall have definitions assigned to them in Section 8.1 below.
Contribution of Membership Interests. At the Closing, each Member, severally and not jointly, agrees to contribute, assign, transfer and deliver to FX all of the Member's Membership Interests, and all right, title and interest of the Member in and to the Member's Membership Interests and Cerulean, and FX agrees to acquire the Membership Interests from each Member in exchange for an aggregate of 20,000 shares of FX Common Stock to be issued as provided in Section 1.3 below. At the Closing, each Member shall deliver to FX an assignment transferring the Member's respective Membership Interests to FX, in form reasonably satisfactory to FX.
Contribution of Membership Interests. Subject to the terms and conditions contained herein, each Member hereby contributes, transfers and conveys to Holdings, free and clear of all security interests, pledges, liens, encumbrances, charges or claims of any kind, (collectively, "Liens"), all rights, title and interest in its respective Membership Interests as set forth on Schedule A attached hereto and made a part hereof (collectively, the "Contributed Interests"). The Members each hereby acknowledge and agree that they have transferred to Holdings all rights to their respective Contributed Interests and hereby relinquish any claim to such interests. The Members each acknowledge and agree that they have transferred to Holdings any and all rights each has in that certain Operating Agreement, dated as of May 2, 1995, and hereby relinquish any claim to any such rights or interests contained therein.
Contribution of Membership Interests. On the terms and subject to the conditions set forth in this Agreement, Transferor hereby contributes, transfers, assigns, conveys and delivers to Transferee, and Transferee does hereby acquire and accept from Transferor, all of Transferor’s right, title and interest in, to and under the 100% membership interest of INC Research LLC owned by Transferor.
Contribution of Membership Interests. Subject to the terms and conditions of this Agreement, Charter Holdco hereby contributes all of the Membership Interests to Charter Holdings, in the form of a contribution to the common equity capital of Charter Holdings, as of the Effective Date (as hereinafter defined), in exchange for the issuance by Charter Holdings of Charter Holdings Membership Interests to Charter Holdco.
