Exchange Agent; Contribution in Kind Sample Clauses

Exchange Agent; Contribution in Kind. Prior to the First Effective Time, Parent shall designate a bank or trust company located in New York City selected by Parent and acceptable to the Company (which acceptance shall not be unreasonably withheld, delayed or conditioned) (the “Exchange Agent”) for the purpose of exchanging shares of Company Common Stock for the Merger Consideration in accordance with this Article II and enter into an agreement acceptable to the Company (which acceptance shall not be unreasonably withheld, delayed or conditioned) with the Exchange Agent relating to the services to be performed by the Exchange Agent. Immediately following the First Effective Time and prior to the Second Effective Time, and in accordance with the provisions of Section 2:94b of the Dutch Civil Code (Burgerlijk Wetboek), Parent shall cause the Exchange Agent, acting solely in its capacity as exchange agent hereunder, to contribute, for the account and benefit of the former holders of Shares, all of the issued and outstanding shares of Initial Surviving Company Stock that were issued to the Exchange Agent for the account and benefit of the former holders of Shares pursuant to Section 2.1(c)(i) to Parent as a contribution in kind (inbreng op aandelen xxxxxx xxx in geld). In consideration of this contribution in kind, at the First Effective Time and prior to the Second Effective Time, Parent shall, subject to Section 2.6, (i) issue (uitgeven) and deliver (leveren) to the Exchange Agent for immediate delivery to the Depositary Bank or its nominee, solely in its capacity as such, a number of validly issued, fully paid and non-assessable Parent Ordinary Shares equal to the number of Parent ADSs issuable pursuant to Section 2.1(c) and (ii) cause to be issued and delivered, upon delivery of the foregoing Parent Ordinary Shares by the Exchange Agent to the Depositary Bank or its nominee, to the Exchange Agent for the account and benefit of the former holders of Shares
Sample 1
AutoNDA by SimpleDocs
Exchange Agent; Contribution in Kind. Prior to the Merger Effective Time, Kensington shall designate a bank or trust company located in New York City selected by Kensington and acceptable to the other parties hereto (which acceptance shall not be unreasonably withheld, delayed or conditioned) (the “Exchange Agent”) for the purpose of exchanging shares of Kensington Common Stock for the Merger Consideration in accordance with this III and enter into an agreement acceptable to the other parties hereto (which acceptance shall not be unreasonably withheld, delayed or conditioned) with the Exchange Agent relating to the services to be performed by the Exchange Agent. Immediately following the Merger Effective Time, and in accordance with the provisions of Section 2:94b of the DCC, Holdco shall cause the Exchange Agent, acting solely in its capacity as exchange agent hereunder, to contribute, for the account and benefit of the former holders of Shares, all of the issued and outstanding shares of New Kensington Common Stock that were issued to the Exchange Agent for the account and benefit of the former holders of Shares pursuant to Section 3.02(b) to Holdco as a contribution in kind (inbreng op aandelen xxxxxx xxx in geld). In consideration of this contribution in kind, at the Merger Effective Time, Holdco shall (i) issue (uitgeven) and deliver (leveren) to the Exchange Agent acting as an exchange agent for and on behalf of Cede & Co, a general partnership organized under the Laws of the State of New York, United States of America, with its place of business at 00 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx of America, as nominee for The Depository Trust Company, a central securities clearing depository existing under the Laws of the State of New York, United States of America, having its address at 00 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx of America (“DTC”), a number of validly issued, fully paid Holdco Ordinary A Shares not subject to calls by Holdco or its creditors for any further payment on such Holdco Ordinary A Share equal to the number of Holdco Ordinary A Shares issuable pursuant to Section 3.02(b) and (ii) cause, upon delivery of the foregoing Holdco Ordinary A Shares to the Exchange Agent for the account and benefit of the former holders of Shares, to be made appropriate arrangements for the Holdco Ordinary A Shares issuable pursuant to Section 3.02(b) to be represented by a book-entry without interest (subject to any applicable withholding Tax) (such Holdco Ordinary A Share...
Sample 1

Related to Exchange Agent; Contribution in Kind

  • Public Cash Contribution The Parties acknowledge that, in connection with the Offering, the public, through the Underwriters, has made a capital contribution to the Partnership of $380,600,000.00 in cash in exchange for 17,300,000 Common Units (the “Firm Units”) representing a 22.9% limited partner interest in the Partnership and new limited partners are being admitted to the Partnership in connection therewith.

  • Subsequent Capital Contributions Without creating any rights in favor of any third party, each Member shall contribute to the Company, in cash, on or before the date specified as hereinafter described, that Member's Sharing Ratio of all monies that in the unanimous judgment of the Management Committee are necessary to enable the Company to acquire the Project from the Seller and to cause the assets of the Company to be properly operated and maintained and to discharge its costs, expenses, obligations, and liabilities, including without limitation its Sharing Ratio of the purchase price set forth in the Asset Sale Agreement, and its Sharing Ratio of Working Capital Requirements in order to bring current Company bank accounts to an amount equal to the Working Capital Requirements, as more particularly described in Section 5.01 below. The Management Committee shall notify each other Member of the need for Capital Contributions pursuant to this Section 4.02 when appropriate, which notice must include a statement in reasonable detail of the proposed uses of the Capital Contributions and a date (which date may be no earlier than the fifth Business Day following each Member's receipt of its notice) before which the Capital Contributions must be made. Notices for Capital Contributions must be made to all Members in accordance with their Sharing Ratios.

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

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

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

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

  • CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS Section 5.1 Organizational Contributions 40 Section 5.2 Contributions by the General Partner 40 Section 5.3 Contributions by Initial Limited Partners 40 Section 5.4 Interest and Withdrawal 40 Section 5.5 Capital Accounts 41 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 Section 5.7 Conversion of Subordinated Units 45 Section 5.8 Limited Preemptive Right 45 Section 5.9 Splits and Combinations 45 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 46 ARTICLE VI

  • Contribution Payment To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, the Company, in lieu of indemnifying Indemnitee, shall, to the extent permitted by law, contribute to the amount of any and all Indemnifiable Liabilities incurred or paid by Indemnitee for which such indemnification is not permitted. The amount the Company contributes shall be in such proportion as is appropriate to reflect the relative fault of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault (collectively, including the Company, the "Third Parties"), on the other hand.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!