Contribution of Securities Sample Clauses

Contribution of Securities. Upon the terms and subject to the conditions of this Agreement, the parties hereto agree that, on the date of this Agreement (i) each of the INRG Shareholders shall contribute to Redwood all of the shares of Common Stock set forth on Exhibit A hereto and (ii) in exchange for such contribution, Redwood shall issue to each INRG Shareholder 1.25 shares of Redwood Common Stock for each share of Common Stock contributed.
Sample 1Sample 2
AutoNDA by SimpleDocs
Contribution of Securities. The Rollover Seller hereby grants, conveys, bargains, sells, assigns, contributes, sets over, transfers and delivers to APS and its successors and assigns as of the Effective Time (as defined below) free and clear of any liens or other restrictions or claims from any person, all of the Rollover Securities and all rights, titles and interests therein with all appurtenances thereto, TO HAVE AND TO HOLD, unto APS, its successors and assigns forever.
Sample 1
Contribution of Securities. (a) Each of (i) the FM1 Sellers (other than the IK Investor and FM1 Sellers who are Permitted Beneficiaries who are not already FM1 Shareholders on the date hereof) (provided that the FM1 Upper Exit Conditions are met) and (ii) the FM2 Sellers (other than the IK Investor and FM2 Sellers who are Permitted Beneficiaries who are not already FM2 Shareholders on the date hereof) (provided that the FM2 Upper Exit Conditions are met), (collectively, the "Contributing Sellers" and, individually, a "Contributing Seller"), may elect, with the Purchaser’s consent, for the contribution to the Purchaser (or to one or more special purpose vehicles established to hold, directly or indirectly, securities of the Purchaser), in each case in amounts to be agreed with the Purchaser, of all or part of his FM1 Securities or FM2 Securities (the "Contributed Securities") in exchange for securities issued by the Purchaser (or such special purpose vehicle), at a contribution value equal to the Purchase Price applicable pursuant to this Agreement to such Contributed Securities. (b) The right to elect for the contribution of the Contributed Securities in accordance with this Article 8.3 shall be exercised by the relevant Sellers and the Purchaser serving a notice to the Sellers’ Agent, such notice to be sent by the relevant Sellers and the Purchaser no later than twenty (20) Business Days after the date hereof but no later than ten (10) Business Days prior to the Closing Date, indicating the quantity and the contribution value. Absent a Seller serving such notice with the Purchaser to the Sellers’ Agent prior to the date referred to in the preceding sentence, such Seller shall be deemed to have irrevocably waived its right to elect for contribution and shall be bound to sell all of the Transferred Securities it owns to the Purchaser on the Closing Date. (c) In the event that such notice is served in accordance with and prior to the date referred to in the preceding Paragraph and subject to Article 8.3(e), the Contributed Securities shall not be sold to the Purchaser and the Closing Cash Amount shall be reduced accordingly. (d) The Purchaser and each Contributing Seller undertake to enter into any Contract and execute any document to give effect to the above provisions and to take all necessary actions to complete the contribution on the Closing Date concurrently with (and subject to) the acquisition of the other Transferred Securities by the Purchaser. (e) On the Closing Date, the Pu...
Sample 1
Contribution of Securities. CFP hereby contributes, assigns, grants, transfers, sets over, confirms and delivers to Assignee, and Assignee hereby acquires from CFP, the Securities.
Sample 1
Contribution of Securities. On the Closing Date, each Investor identified on Exhibit B shall contribute to the Company the shares of common stock of Sylvan the Investor owns identified on Exhibit B. Each such Investor shall receive, for each such share of Sylvan common stock contributed, one share of common stock of the Company. Such contribution shall be made pursuant to the Contribution Agreements in the forms attached hereto as Exhibit C-1 and C-2.
Sample 1
Contribution of Securities. (a) This Section 1 shall be effective upon (but only upon) the consummation of the Hughes Merger. (b) Subject to Section 1(g), GM xxxxx have the right, in its sole and absolute discretion, to contribute shares of Hughes Class C Common Stock to the VEBA (such contribution being xxxxxxafter referred to as a "Contribution"). GM agrees that a Contribution shall be made only on a day that the primary securities exchange (the "Exchange") upon which the Hughes Class C Common Stock is listed is open for trading (a "Busxxxxx Day"). (c) GM agrees that it shall give the VEBA Trustee and its valuation adviser notice by teleconference after the close of normal trading on the Exchange but no later than 5:00 p.m., New York time, on the Business Day prior to the Business Day on which GM contemplates making a Contribution to the VEBA, that it contemplates making such a Contribution; provided, however, that such notice shall be revocable by GM at any time in its sole discretion prior to the conclusion of the teleconference referred to in this Section 1(c). In such teleconference, GM shall state the date on which GM contemplates making the proposed Contribution and a range for the number of shares of Hughes Class C Common Stock which may be contributed, and the VEBX Xxxxtee together with its valuation adviser, will estimate a value per share, based on the mean between the highest and lowest quoted selling prices on the date of notice on the Exchange of Hughes Class C Common Stock, at various points within such range. (d) At any time after 4:30 p.m., New York time, but in any event prior to 11:00 p.m., New York time, on the day of the proposed Contribution, GM will give the VEBA Trustee and its valuation adviser notice by teleconference of its continued interest, if any, in making a Contribution to the VEBA. In such teleconference, GM will make one or more estimates of the specific number of shares of Hughes Class C Common Stock which GM may contribute and the VEBA Xxxxxxe, together with its valuation adviser, will state the value per share it would assign for the Contribution based on each such estimate and based on the mean between the highest and lowest quoted selling prices on such date on the Exchange of Hughes Class C Common Stock. If GM so decides, it shall irrevocabxx xxxmit itself in such teleconference to contribute a number of shares of Hughes Class C Common Stock equal to one of such estimates, and, xx xxxlicable, the VEBA Trustee's valuation adviser shall be irre...
Sample 1
Contribution of Securities. In exchange for the issuance of the Hand MD Securities (as defined below), Synergy hereby contributes to Hand MD 2,142,857 shares of its Common Stock (the “Contributed Equity”).
Sample 1
AutoNDA by SimpleDocs
Contribution of Securities 
Sample 1Sample 2Sample 3See All (4)

Related to Contribution of Securities

  • Valuation of Securities Securities shall be valued in accordance with (a) the Fund's Registration Statement, as amended or supplemented from time to time (hereinafter referred to as the "Registration Statement"); (b) the resolutions of the Board of Trustees of the Fund at the time in force and applicable, as they may from time to time be delivered to FUND ACCOUNTING, and (c) Proper Instructions from such officers of the Fund or other persons as are from time to time authorized by the Board of Trustees of the Fund to give instructions with respect to computation and determination of the net asset value. FUND ACCOUNTING may use one or more external pricing services, including broker-dealers, provided that an appropriate officer of the Fund shall have approved such use in advance.

  • Segregation of Securities The Bank shall identify on its books as belonging to the Fund the Foreign Portfolio Securities held by each foreign sub-custodian (each an "Eligible Foreign Custodian") selected by the Foreign Custody Manager, subject to receipt by the Bank of the necessary information from such Eligible Foreign Custodian if the Foreign Custody Manager is not the Bank.

  • Execution of Securities The Securities shall be signed on behalf of the Issuer by the chairman of the Board of Directors, the president, any vice president or the treasurer of the Issuer, under its corporate seal which may, but need not, be attested by its secretary or one of its assistant secretaries. Such signatures may be the manual or facsimile signatures of the present or any future such officers. The seal of the Issuer may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. In case any officer of the Issuer who shall have signed any of the Securities shall cease to be such officer before the Security so signed shall be authenticated and delivered by the Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though the person who signed such Security had not ceased to be such officer of the Issuer; and any Security may be signed on behalf of the Issuer by such persons as, at the actual date of the execution of such Security, shall be the proper officers of the Issuer, although at the date of the execution and delivery of this Indenture any such person was not such an officer.

  • SUBSTITUTION OF SECURITIES Upon request and at the sole cost and expense of Contractor, District shall permit substitution of securities in lieu of retention, in accordance with Public Contract Code Section 22300.

  • Disposition of Securities The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company at the Company’s expense, an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under the Transaction Documents and registration statement, if any.

  • Evaluation of Securities The Trustee shall determine separately and promptly furnish to the Depositor upon request the value of each issue of the Securities in the Trust as of the Evaluation Time on each of the days on which the Trustee shall make the Trust Evaluation required by Section 5.1. The value of each issue of Securities shall be determined in good faith by the Trustee in accordance with the following procedures: If the Securities are listed on a national or foreign securities exchange, such valuation shall be based on the closing sale price on such exchange which is the principal market thereof, deemed to be the New York Stock Exchange if the Securities are listed thereon (unless the Trustee deems such price inappropriate as a basis for valuation). If the Securities are not so listed, or, if so listed and the principal market therefor is other than such exchange or there is no closing sale price on such exchange, such valuation shall be based on the closing sale price in the over-the-counter market (unless the Trustee deems such price inappropriate as a basis for valuation) or if there is no such closing sale price, then the Trustee may utilize, at the Trust’s expense, an independent evaluation service or services approved by the Depositor to ascertain the values of the Securities. The independent evaluation service shall use any of the following methods, or a combination thereof, which it deems appropriate: (a) on the basis of current bid prices of such Securities as obtained from investment dealers or brokers (including the Depositor) who customarily deal in securities comparable to those held by the Trust, or (b) if bid prices are not available for any of such Securities, on the basis of bid prices for comparable securities, or (c) by appraisal of the value of the Securities on the bid side of the market or by such other appraisal as is deemed appropriate, or (d) by any combination of the above. As used herein, the closing sale price is deemed to mean the most recent closing sale price on the relevant securities exchange prior to the Evaluation Time. The Trustee shall be permitted to rely on these evaluations when determining the Unit Value. The Trustee shall have no responsibility or liability for the valuations supplied to it by the independent evaluation service. The Trustee shall also make an evaluation of the Securities deposited in the Trust as of the time said Securities are deposited under this Indenture pursuant to Section 2.1. Such evaluation shall be made on the same basis as set forth above and shall be included in the Schedules attached to the Reference Trust Agreement. If the Trust holds Securities denominated in a currency other than U.S. dollars, the evaluation of such Security shall be converted to U.S. dollars based on current offering side exchange rates (unless the Trustee deems such prices inappropriate as a basis for valuation).”

  • REDEMPTION OF SECURITIES SECTION 1101.

  • Reservation of Securities The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may be required to fulfill its obligations in full under the Transaction Documents. In the event that at any time the then authorized shares of Common Stock are insufficient for the Company to satisfy its obligations in full under the Transaction Documents, the Company shall promptly take such actions as may be required to increase the number of authorized shares.

  • Subrogation of Securities Subject to the payment in full of all Senior Indebtedness of the Company, the rights of the holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness of the Company by holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness of the Company. It is understood that the provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the Company, on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, and the holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Securities the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Securities and creditors of the Company other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XII, the Trustee, subject to the provisions of Section 6.01, and the holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the holders of the Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.

  • Qualification of Securities The Company will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative may designate and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!