Deposit of Rollover Shares. No later than three (3) Business Days prior to the Contribution Closing, the Rollover Shareholders and any agent of the Rollover Shareholders shall deliver or cause to be delivered to Holdings, for disposition in accordance with the terms hereof, (a) duly executed instruments of transfer of the Rollover Shares to Holdings or as Holdings may direct in writing, in form reasonably acceptable to Holdings, and (b) share certificates, if any, representing the Rollover Shares (the “Rollover Share Documents”). The Rollover Share Documents shall be held by Holdings or any agent authorized by Holdings until the Contribution Closing at which time the Register of Members of Company shall be updated to effect the transfer.
Appears in 3 contracts
Samples: Contribution Agreement (McGraw-Hill Global Education Intermediate Holdings, LLC), Contribution Agreement (Ding Shawn), Contribution Agreement (Huang Julia)
Deposit of Rollover Shares. No later than three (3) Business Days prior to the Contribution Closing, the Rollover Shareholders and any agent of the Rollover Shareholders shall deliver or cause to be delivered to Holdings, for disposition in accordance with the terms hereof, (a) duly executed instruments of transfer of the Rollover Shares to Holdings or as Holdings may direct in writing, in form reasonably acceptable to Holdings, and (b) share certificates, if any, representing the Rollover Shares (the “Rollover Share Documents”). The Rollover Share Documents shall be held by Holdings or any agent authorized by Holdings until the Contribution Closing at which time the Register of Members of Company shall be updated to effect the transferClosing.
Appears in 1 contract
