Contribution to Parent Sample Clauses

Contribution to Parent. The New Sponsor shall, at the Closing, contribute an amount of cash in United States dollars to Parent in such amount as set forth in Schedule B hereto.
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Contribution to Parent. Promptly following receipt by Holdings of the Rollover Shares from the Rollover Investors, and prior to the Closing (as defined in the Merger Agreement), Holdings will contribute to Parent all of the Rollover Shares and an amount in cash equal to the Fenway Contribution (less a de minimis amount to be retained by Holdings to pay fees and expenses).
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Contribution to Parent. (i) As of immediately prior to the Closing, Saw Mill hereby contributes (the "Saw Mill Contribution") to the capital of Parent, and Parent hereby accepts, as a contribution, a combination, as determined by Saw Mill, of (a) cash (the "Saw Mill Contributed Cash") and (b) shares of Calendar Common Stock (the "Saw Mill Contributed Calendar Common Shares") having an aggregate value (based on the per share Merger Consideration) together with the Saw Mill Contributed Cash of $36,999,900. In exchange for the Saw Mill Contribution, Parent hereby issues to Saw Mill 3,699,990 shares of Parent Common Stock. (ii) As of immediately prior to the Closing, Chairman hereby contributes (the "Chairman Contribution") to the capital of Parent, and Parent hereby accepts, 1,583,728 shares of Calendar Common Stock (the "Chairman Contributed Calendar Common Shares") having an aggregate value (based on a value of $10.261 per share of Calendar Common Stock) of $16,250,000.Xx xxxhange for the Chairman Contribution, Parent hereby issues to Chairman 1,625,000 shares of Parent Common Stock. (iii) As of immediately prior to the Closing, Chief Executive Officer hereby contributes (the "CEO Contribution") to the capital of Parent, and Parent hereby accepts, 969,089 shares of Calendar Common Stock (the "CEO Contributed Calendar Common Shares") having an aggregate value (based on a value of $10.061 per share of Calendar Common Stock) of $9,750,000. In exchange for the CEO Contribution, Parent hereby issues to CEO 975,000 shares of Parent Common Stock.
Sample 1
Contribution to Parent. (a) As of immediately prior to the Closing, Cornerstone shall contribute (the "CEI Contribution") to the capital of Parent, and Parent hereby accepts as a contribution, cash in the amount of $33,900,000. In exchange for the CEI Contribution, Parent shall issue to Cornerstone shares of Parent Common Stock with a value of $8,475,000 immediately following the consummation of the Merger and shares of Parent Series A Preferred Stock with a value of $25,425,000 immediately following the consummation of the Merger; provided, that the CEI Contribution to Parent shall be reduced (and no consent of any Shareholder shall be required under this Agreement), with a proportionate reduction (75% of such reduction shall be allocated to the Parent Series A Preferred Stock and 25% of such reduction shall be allocated to the value of the Parent Common Stock) in the shares of Parent Common Stock and Parent Series A Preferred Stock to be received in exchange for such reduced CEI Contribution, to the extent that any other holder of Company Common Stock agrees (on term and condition satisfactory to Cornerstone and Parent) prior to consummation of the Merger, to contribute its shares of Company Common Stock to Parent in exchange for Parent Common Stock, Parent Series A Preferred Stock and/or Parent Series B Preferred Stock. Notwithstanding anything contained herein to the contrary, in the event that the cash proceeds of the equity and other debt financings (including the maximum amount of subordinated debt financing required to be provided by Cornerstone or its affiliates under the Sub Debt Commitment Letter) are not sufficient to consummate the Merger, to pay all fees and expenses incurred in connection with the Merger and to provide for the ongoing working capital needs of the Surviving Corporation immediately following the consummation of the Merger, and Parent and/or Merger Sub have received cash proceeds pursuant to, and in accordance with, the Senior Commitment Letter (as defined in the Merger Agreement), CEI agrees (and no consent of any Shareholder shall be required under this Agreement) to increase its CEI Contribution to Parent in an amount up to $2,000,000 (the "Additional CEI Contribution"), and in exchange, shall receive a proportionate increase (75% of such increase shall be allocated to the Parent Series A Preferred Stock and 25% of such increase shall be allocated to the value of the Parent Common Stock) in the shares of Parent Common Stock and Parent Series A Pref...
Sample 1

Related to Contribution to Parent

  • Member and Capital Contribution The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein. The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

  • Initial Capital Contribution and Ownership The Trust Beneficial Owner has paid or has caused to be paid to, or to an account at the direction of, the Trustee, on the date hereof, the sum of $15 (or, in the case of Notes issued with original issue discount, such amount multiplied by the issue price of the Notes). The Trustee hereby acknowledges receipt in trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing contribution, which shall be used along with the proceeds from the sale of the series of Notes to purchase the Funding Agreement. Upon the creation of the Trust and the registration of the Trust Beneficial Interest in the Securities Register (as defined in the Trust Agreement) by the Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole beneficial owner of the Trust.

  • Initial Contribution The member agrees to make an initial contribution to the Company of $____________.

  • Initial Capital Contribution The initial Capital Contribution of the Original Member as of the date of this Agreement will be $ .

  • Initial Contributions The Members initially shall contribute to the Company capital as described in Schedule 2 attached to this Agreement.

  • Initial Capital Contributions The Partners have made, on or prior to the date hereof, Capital Contributions and have acquired the number of Class A Units as specified in the books and records of the Partnership.

  • Return of Contribution Nonrecourse to Other Members Except as provided by law, upon dissolution, each member shall look solely to the assets of the Company for the return of the member's capital contribution. If the Company property remaining after the payment or discharge of the Company's debts and liabilities is insufficient to return the cash contribution of one or more members, such member or members shall have no recourse against any other member or the Board.

  • COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER The Fund will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to paragraphs (a), (b), and (c) of Section 1, a fee, based on the Fund’s Average Net Assets, computed and paid monthly at the annual rates set forth on Schedule B attached to this Contract, as from time to time amended. The Fund’s “

  • Signature on Returns; Partnership Representative (a) The Owner Trustee shall sign, on behalf of the Trust, the tax returns of the Trust. (b) If the Trust entity were classified as a partnership for federal income tax purposes, then the Depositor (or a U.S. Affiliate of the Depositor if the Depositor is ineligible) shall be designated the “partnership representative” of the Trust under Section 6223(a) of the Code and any corresponding provision of State law (and as the tax matters partner for any applicable State tax purposes) to the extent permitted under law. The Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Administrator on behalf of the Issuer to), to the extent eligible, make the election under Section 6221(b) of the Code (and any corresponding provision of State law) with respect to determinations of adjustments at the partnership level and take any other action such as disclosures and notifications necessary to effectuate such election (including working with the Depositor to designate any designated individual required under the law). If the election described in the preceding sentence is not available, to the extent applicable, the Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Administrator on behalf of the Issuer to) make the election under Section 6226(a) of the Code (and any corresponding provision of State law) with respect to the alternative to payment of imputed underpayment by partnership and take any other action such as filings, disclosures and notifications necessary to effectuate such election. Notwithstanding the foregoing, the Issuer, Depositor and Administrator are each authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of State law) and take any action it deems necessary or appropriate to comply with the requirements of Sections 6221 through 6241 of the Code and conduct the Issuer’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of State law). Each Certificateholder and, if different, each beneficial owner of a Certificate, shall promptly provide the Issuer, Depositor and Administrator any requested information, documentation or material to enable the Issuer to make any of the elections described in this clause (b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of State law). Each Certificate Owner and, if different, each beneficial owner of a Certificate shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of State law) or (ii) suffered that are attributable to the management or defense of an audit under Sections 6221 through 6241 of the Code or otherwise due to actions it takes with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of State law).

  • Catch-Up Contributions In the case of a Traditional IRA Owner who is age 50 or older by the close of the taxable year, the annual cash contribution limit is increased by $1,000 for any taxable year beginning in 2006 and years thereafter.

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