Contribution to the Company Sample Clauses
The 'Contribution to the Company' clause defines the obligations or expectations regarding what an individual, such as an employee, founder, or contractor, is required to provide to the company. This may include intellectual property, work product, inventions, or other resources developed during their engagement with the company. By clearly outlining these contributions, the clause ensures that the company secures ownership or rights to key assets and clarifies the responsibilities of the individual, thereby preventing future disputes over ownership or the scope of contributions.
Contribution to the Company. Immediately following the Initial Exchange, Holdings agrees to contribute and deliver to the Company the certificates representing all of the Company Shares contributed to it pursuant to the Initial Exchange, endorsed in blank or accompanied by duly executed assignment documents, and in exchange therefore, the Company agrees to (a) issue and deliver to Holdings 1,000 shares of Company Class A Common (in the form of stock certificates issued by the Company representing such shares), and (b) cancel on its books and records the certificates representing Company Shares contributed to it by Holdings pursuant to this Section 2. The parties hereto intend that the transactions described in this Section 2 (the "Second Exchange" and, together with the Initial Exchange, the "Restructuring") be characterized as an exchange under Section 351(a) of the Internal Revenue Code of 1986, as amended.
Contribution to the Company. Prior to the Closing, Seller shall have assigned and transferred, and/or shall have caused the applicable Seller Affiliates to have assigned and transferred, to the Company the Gathering Assets (the “Contribution”), and the Company shall have assumed the Assumed Obligations, pursuant to a Contribution Agreement between Seller and the Company in substantially the form attached hereto as Exhibit “C”, to be dated as of the Closing Date (the “Contribution Agreement”), such that, at Closing, and after giving effect to the payment of the Purchase Price as described below in Section 2.3, the Company will own the Gathering Assets free and clear of all Encumbrances, other than Permitted Encumbrances, and the only liabilities of the Company will be the Assumed Obligations.
Contribution to the Company. In a Leveraged Contribution, (A) make an Additional Capital Contribution to the Company in cash by wire transfer of immediately available funds in an aggregate amount as calculated by Section 3.6(b) (or such lesser amount as the Acting Non-Combining Member determines in its sole discretion), in exchange for which (B) the Company shall issue to the Designated Non-Combining Member an aggregate number of Membership Interests as calculated pursuant to Section 3.6(c) and comply with Section 3.5 with respect to the Broker Contribution Debt; or
Contribution to the Company. Within five (5) Business Days following the issuance of the Required Disclosure, RXi will contribute $1,500,000 to the Company, which shall be recorded as additional paid in capital (the “RXi Contribution”).
Contribution to the Company. 12 SECTION 2.1. The Company.............................................................................. 12 SECTION 2.2. Contribution of P Chem to the Company.................................................... 13 SECTION 2.3. Contribution of C Chem to the Company.................................................... 13 SECTION 2.4. Assumption of Liabilities by the Company................................................. 13
Contribution to the Company. Upon the terms and subject to the conditions set forth in this Agreement, at the closing of the Transactions (the “Closing”):
(a) ▇▇▇▇▇▇▇▇ will, and will cause the SGK Seller to, contribute, transfer, convey, assign and deliver to the Company, and the Company will acquire and accept from the SGK Seller, free and clear of all Liens (other than Permitted Liens), all of the SGK Seller’s right, title and interest in and to the SGK Equity (the “Contribution”).
(b) Immediately following the Contribution, the Company will borrow amounts pursuant to the Debt Financing and will use such borrowed amounts to pay or cause to be paid to ▇▇▇▇▇▇▇▇ as a special distribution the ▇▇▇▇▇▇▇▇ Cash Payment.
Contribution to the Company