Contributions and Specific Conveyances Sample Clauses

Contributions and Specific Conveyances. On the applicable dates specified below and in any case on or prior to the Distribution Date (and prior to the Imperial Petroleum Cash Dividend and the Distribution), and subject to satisfaction or waiver of the conditions set forth in Section 2.3, the Parties acknowledge and agree that the following actions hereby occur in the following order: (a) Contribution on the date of this Agreement by StealthGas of all right, title and interest in the Vessel-Owning Subsidiary Shares to Imperial Petroleum free and clear of all liens and encumbrances as a capital contribution; (b) Delivery by Imperial Petroleum (i) of 4,774,772 Imperial Petroleum Common Shares to StealthGas on the date of this Agreement and (ii) of 795,878 Imperial Petroleum Preferred Shares to StealthGas on or prior to the Distribution Date, each in exchange for StealthGas’s capital contribution of all right, title and interest in the Vessel-Owning Subsidiary Shares to Imperial Petroleum pursuant to Section 2.1(a) of this Agreement; and such Imperial Petroleum Shares owned by StealthGas will constitute all of the issued and outstanding capital stock of Imperial Petroleum; and (c) To further evidence the transfer of the Imperial Petroleum Shares or the Vessel-Owning Subsidiary Shares reflected in this Agreement, each party making such transfer will have, to the extent necessary, executed and delivered to the party receiving the Imperial Petroleum Shares or Vessel-Owning Subsidiary Shares, as applicable, certain conveyance, stock transfer form, assignment and xxxx of sale instruments (the “Specific Conveyances”). The Specific Conveyances shall evidence and perfect such transfer made by this Agreement and shall not constitute a second conveyance of any assets or interests therein and shall be subject to the terms of this Agreement. (d) On or prior to the Distribution Date, Imperial Petroleum will, and will cause its applicable subsidiaries to, enter into and execute a management agreement with Stealth Maritime Corporation S.A. for administrative, commercial and technical management services, substantially in the form attached hereto as Exhibit D, which shall have an initial term expiring on December 31, 2025 and otherwise be on substantially the same terms, including the same fee levels, as the existing management agreement between StealthGas and Stealth Maritime Corporation S.A.
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Contributions and Specific Conveyances. The Parties acknowledge and agree that the following actions hereby occur in the following order effective on the date of this Agreement: (a) Contribution by Dynagas Holding of the Dynagas Equity Shares to the Partnership as a capital contribution, and the Partnership hereby acknowledges receipt of the Dynagas Equity Shares; (b) Contribution by the Partnership of the Dynagas Equity Shares to Operating LP as a capital contribution, and Operating LP hereby acknowledges receipt of the Dynagas Equity Shares; and (c) To further evidence the transfer of the Dynagas Equity Shares reflected in this Agreement, each party making such transfer may have executed and delivered to the party receiving such Dynagas Equity Shares certain conveyance, stock transfer form, assignment and xxxx of sale instruments (the “Specific Conveyances”). The Specific Conveyances shall evidence and perfect such transfer made by this Agreement and shall not constitute a second conveyance of any assets or interests therein and shall be subject to the terms of this Agreement.
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Contributions and Specific Conveyances. The Parties acknowledge and agree that the following actions hereby occur in the following order effective on the date of this Agreement: (a) Contribution by Euroseas of the Vessel-Owning Subsidiary Shares to EuroDry as a capital contribution, and EuroDry hereby acknowledges receipt of the Vessel-Owning Subsidiary Shares; (b) Delivery by EuroDry of the EuroDry Shares to Euroseas in exchange for Euroseas' capital contribution, and Euroseas hereby acknowledges receipt of the Vessel-Owning Subsidiary Shares; and (c) To further evidence the transfer of the EuroDry Shares or the Vessel-Owning Subsidiary Shares reflected in this Agreement, each party making such transfer will have executed and delivered to the party receiving the EuroDry Shares or Vessel-Owning Subsidiary Shares, as applicable, certain conveyance, stock transfer form, assignment and xxxx of sale instruments (the "Specific Conveyances"). The Specific Conveyances shall evidence and perfect such transfer made by this Agreement and shall not constitute a second conveyance of any assets or interests therein and shall be subject to the terms of this Agreement.
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Related to Contributions and Specific Conveyances

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

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

  • Additional Contributions The Member is not required to make any additional capital contribution to the Company. However, the Member may at any time make additional capital contributions to the Company in cash or other property.

  • Merger, Sale, Conveyance or Lease In case of (a) any share exchange, merger or similar transaction of the Company with or into another person or entity (other than a share exchange, merger or similar transaction in which the Company is the acquiring or surviving corporation) or (b) the sale, exchange, lease, transfer or other disposition of all or substantially all of the properties and assets of the Company as an entirety (in any such case, a “Reorganization Event”), then, as a condition of such Reorganization Event, lawful provisions shall be made, and duly executed documents evidencing the same from the Company’s successor shall be delivered to the holders of the Warrants, so that such successor shall succeed to and be substituted for the Company, and assume all the Company’s obligations under, this Agreement and the Warrants. The Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Warrants issuable hereunder which heretofore shall not have been signed by the Company, and may execute and deliver securities in its own name, in fulfillment of its obligations to deliver Warrant Debt Securities upon exercise of the Warrants. All the Warrants so issued shall in all respects have the same legal rank and benefit under this Agreement as the Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Warrants had been issued at the date of the execution hereof. In any case of any such Reorganization Event, such changes in phraseology and form (but not in substance) may be made in the Warrants thereafter to be issued as may be appropriate. The Warrant Agent may receive a written opinion of legal counsel as conclusive evidence that any such Reorganization Event complies with the provisions of this Section 3.4.

  • Additional Capital Contributions and Issuances of Additional Partnership Interests Except as provided in this Section 4.2 or in Section 4.3, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.2.

  • Initial Contribution of Trust Property; Organizational Expenses The Property Trustee acknowledges receipt in trust from the Depositor in connection with the Original Trust Agreement of the sum of $10, which constituted the initial Trust Property. The Depositor shall pay organizational expenses of the Trust as they arise or shall, upon request of any Trustee, promptly reimburse such Trustee for any such expenses paid by such Trustee. The Depositor shall make no claim upon the Trust Property for the payment of such expenses.

  • Merger Sale Conveyance and Lease Section 11.01. Company May Consolidate, Etc. on Certain Terms 49 Section 11.02. Successor Corporation to Be Substituted 50 Section 11.03. Officer’s Certificate and Opinion of Counsel to Be Given to Trustee 50 Section 12.01. Indenture and Notes Solely Corporate Obligations 51

  • Capital Contributions and Issuance of Partnership Interests Section 5.1

  • Consolidation Merger Sale Conveyance and Lease SECTION 10.01. Company May Consolidate, etc.,

  • Capital Adjustments and Reorganizations The existence of the Restricted Shares shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to this Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.

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