Distributions and Transfers. Immediately following Completion,
(a) DFC Holdings shall cause Xxxx OpCo to distribute each of (i) all right, title and interest in and to all equity interests of Xxxx Foods Flight Operations, Inc. (which shall be converted to a limited liability company immediately prior to Completion, and the resulting equity interests in such company being the “Flight Operations Equity”) and (ii) the C&C Promissory Note as a dividend to DFC Holdings;
(b) Immediately thereafter, DFC Holdings shall distribute each of the Flight Operations Equity and the C&C Promissory Note as a dividend to TP USA; and
(c) Immediately thereafter, TP USA shall transfer (i) the Flight Operations Equity to C&C Holdings in full satisfaction of TP USA Promissory Note 2 and (ii) the C&C Promissory Note to TMG in full satisfaction of TP USA Promissory Note 1 (the actions set forth in clauses (a)-(c), collectively, the “Distributions and Transfers”).
Distributions and Transfers. The completion of the Distributions and Transfers shall take place immediately following the completion of the Share Exchange, the Merger, the Contribution and the IPO, or at such other date and time as is agreed to in writing by the C&C Parties and Total Produce.
Distributions and Transfers. In the event that, pursuant to (i) a dissolution of the Sponsor or (ii) transfer (or series of transfers) permitted by the terms of the Letter Agreement, the Sponsor distributes or transfers all of its Registrable Securities, the Persons holding such Registrable Securities shall collectively be treated as the Sponsor hereunder in addition to each being treated individually as a Holder hereunder; provided, that such Persons shall not be entitled to rights in excess of those conferred on the Sponsor, as if the Sponsor remained a single entity party to this Agreement; provided, further, that only the Person (or such Person’s designee) holding a majority-in-interest of such Registrable Securities is entitled to take any action hereunder that the Sponsor is entitled to take. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: 352115B6-76B3-411E-99DA-0649F37FA244
Distributions and Transfers. In the event that, pursuant to (i) a dissolution of the Sponsor or (ii) transfer (or series of transfers), the Sponsor distributes or transfers all of its Registrable Securities, the persons or entities holding such Registrable Securities shall collectively be treated as the Sponsor hereunder in addition to each being treated individually as a Holder hereunder; provided, that such persons and entities shall not be entitled to rights in excess of those conferred on the Sponsor, as if the Sponsor remained a single entity party to this Agreement; provided, further, that only the person or entity (or such person’s or entity’s designee) holding a majority-in-interest of such Registrable Securities is entitled to take any action hereunder that the Sponsor is entitled to take.
Distributions and Transfers. 3.1 Each of CPI CEE and Gazit agrees to procure that all XXX Instruments are distributed or transferred by Newco to CPI Austria (on behalf of CPI CEE) and Gazit as soon as reasonably practicable following the acquisition of or subscription for any such XXX Instrument by Newco.
3.2 Each of CPI CEE and Gazit agrees to procure that all Relevant Interests are distributed or transferred by Newco to CPI CEE and Gazit as soon as reasonably practicable following the acquisition of or subscription for any such Relevant Interests by Newco. All distributions or transfers of Relevant Interests by Newco shall be made in the Sale Price Proportions. Each of CPI CEE and Gazit may instruct Newco (by way of written notice to Newco) to distribute or transfer its Sale Price Proportions of such Relevant Interests to any or all of the CPI CEE Investors or Gazit Investors (respectively) in such proportions as it may specify in such written notice.
3.3 All distributions or transfers by Newco of:
3.3.1 the XXX Instruments subscribed for or acquired by Newco on Closing;
3.3.2 the Back Stop Shares; and
3.3.3 the Rights Issue Warrants, shall be made in the Relevant Closing Proportions.
3.4 All distributions or transfers by Newco of:
3.4.1 the Optional Shares;
3.4.2 the Optional Shares Warrants, shall be made in the Relevant Option Shares Proportions.
3.5 The parties agree that the Convertible Securities, the Initial Warrants, the Rights Issue Warrants and the Optional Shares Warrants shall not be converted or exercised, as applicable, until they have been distributed or transferred by Newco pursuant to this Clause 3.
3.6 The parties agree that no XXX Instrument or Relevant Interest shall be distributed or Transferred by Newco other than pursuant to this Clause 3.
3.7 If the XXX Instruments to be distributed under Clause 3.1 have not within 7 days of Closing been so distributed then CPI CEE and Gazit will negotiate in good faith to agree a structure that will enable the Investors to Transfer and/or grant security over their interests in those XXX Instruments.
Distributions and Transfers. Subject to the terms and conditions of this Agreement, at the Closing:
(a) RMH shall make a capital contribution of $100,000 in cash to RPP and in consideration thereof shall receive a 0.1% general partnership interest in RPP; Thereafter, in simultaneous transactions:
(b) the Pacific Note shall be assigned by Fox Former Pacific Partner to Fox RPP Partner and then shall be contributed by Fox RPP Partner to RPP, and the security interest in the general partnership interest in SportsChannel Pacific Associates owned by RPP Pacific Partner II pursuant to the Pledge Agreement shall be released and terminated by Fox Former Pacific Partner;
(c) the Chicago Note shall be assigned by Fox Former Chicago Partner to Fox RPP Partner and then shall be contributed by Fox RPP Partner to RPP pursuant to a contribution agreement, and the security interest in the general partnership interest in SportsChannel Pacific Associates owned by RPP Pacific Partner II pursuant to the Pledge Agreement shall be released and terminated by Fox Former Chicago Partner;
(d) the Pacific Note shall be assigned by RPP to RPP Pacific Partner II;
(e) the Chicago Note shall be assigned by RPP to RPP Chicago Partner II;
(f) RPP shall form Pacific RPP and shall contribute all its right, title and interest in RPP Pacific Partner I and RPP Pacific Partner II, representing all of RPP’s interests in RPP Pacific Partner I and RPP Pacific Partner II, to Pacific RPP;
(g) the holder of the Pacific Note shall execute and deliver a release and cancellation releasing, canceling and terminating all obligations of RPP Pacific Partner II under the Pacific Note;
(h) the holder of the Chicago Note shall execute and deliver a release and cancellation releasing, canceling and terminating all obligations of RPP Chicago Partner II under the Chicago Note;
(i) RPP shall distribute all its right, title and interest in a 60% general partnership interest in Pacific RPP to Rainbow RPP Partner;
(j) RPP shall redeem all of the partnership interests owned by Fox RPP Partner in RPP in exchange for all its right, title and interest in a 40% general partnership interest in Pacific RPP and the Fox Distributed Entities, representing all of RPP’s interests in the Fox Distributed Entities, to Fox RPP Partner;
(k) RPP Partner shall execute and deliver the assignment and release agreement in connection with the termination of its interest in MSG Flight Operations, LLC;
(l) In consideration of the payment or $1.00 from Fox NSP Partner II ...
Distributions and Transfers. Customer shall not without the prior written consent of MLBFS directly or indirectly pay any cash dividends or other distributions on account of its stock, lend any moneys to, or transfer any assets or property, in excess of $250,000.00, to The Galore Group (U.S.A.), Inc., Pool Patio 'N Things, Inc. or The Galore Group Limited (other than arms length transfers for fair consideration in the ordinary course of business).
Distributions and Transfers. The distributions and transfers made from an Account will be subtracted from the balance of the Account as of the Valuation Date specified by the Company to coincide with or immediately precede the date on which money is withdrawn from the Investment Subfund to make the distribution or transfer. Any items of income, gain or loss, or expense not provided for under the above provisions and not applied to pay expenses of the Plan will be allocated among the Accounts in accordance with rules prescribed for this purpose by the Company and the portion allocated to each will be added to or subtracted from the Account as of the date established by the Company.
Distributions and Transfers. The Company may pay interest and scheduled payments of principal under the Intercompany Note in accordance with the terms thereof.
Distributions and Transfers. 6.11.1 In the event that, pursuant to (i) a dissolution of the Sponsor or (ii) transfer (or series of transfers) pursuant to the Letter Agreement, the Sponsor distributes or transfers all of its Registrable Securities, the Persons holding such Registrable Securities shall collectively be treated as the Sponsor hereunder in addition to each being treated individually as a Holder hereunder; provided, that such Persons shall not be entitled to rights in excess of those conferred on the Sponsor, as if the Sponsor remained a single entity party to this Agreement; provided, further, that only the Person (or such Person’s designee) holding a majority-in-interest of such Registrable Securities is entitled to take any action hereunder that the Sponsor is entitled to take.
6.11.2 In the event that the Xxxxxx Stockholder (i) distributes all of its Registrable Securities to its direct equity holders or (ii) contributes all of its Registrable Securities to an affiliate pursuant to the Seller Lock-Up Agreement, such distributees or contributees, as applicable, shall be collectively treated as the Xxxxxx Stockholder hereunder in addition to each being treated individually as a Holder hereunder; provided, that only the Person (or such Person’s designee) holding a majority-in-interest of such Registrable Securities shall be entitled to take any action hereunder that the Xxxxxx Stockholder is entitled to take; provided, further, that such distributees or contributees, taken as a whole, shall not be entitled to rights in excess of those conferred on the Xxxxxx Stockholder, as if it remained a single party to this Agreement.
6.11.3 For the avoidance of doubt, nothing in this Section 6.11 shall limit the rights of a Person holding Registrable Securities that were distributed or transferred by Xxxxxx Stockholder or Sponsor as a Holder hereunder.
