Exhibit A Steps; New Debt; Contribution Sample Clauses

Exhibit A Steps; New Debt; Contribution. (a) The JV Entity shall, and each of TDCC and Corning shall cooperate with one another and shall, and each shall cause the JV Entity to, take all actions, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the Exhibit A Steps, in each case, to the extent not previously effected prior to the date hereof.
Sample 1
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Exhibit A Steps; New Debt; Contribution. (a) The JV Entity shall, and each of TDCC and Corning shall cooperate with one another and shall, and each shall cause the JV Entity to, take all actions, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the Exhibit A Steps, in each case, to the extent not previously effected prior to the date hereof. (b) Immediately prior to the Closing, and subject to the terms and conditions of this Agreement (including Section 6.03), the JV Entity shall, and each of TDCC and Corning shall cause the JV Entity to, (i) incur indebtedness in an aggregate net proceeds amount of not less than the difference between (A) the Cash Amount (as defined below); and (B) any available cash of the JV Entity that is contributed to Splitco (such indebtedness, the “New Debt”); (ii) effect the Debt Repayment; and (iii) effect the Contribution in accordance with this Section 2.01. (c) Immediately prior to the Closing, in order to effect the Contribution, (i) the JV Entity shall contribute to Splitco (A) $4,818,000,000 in cash (the “Cash Amount”) and (B) the Transferred Hemlock Interests, in each case, free and clear of all Encumbrances and otherwise in accordance with the terms and conditions set forth in Exhibit A; and (ii) the JV Entity shall cause Splitco to issue to the JV Entity additional shares of Splitco’s common stock in exchange for such contribution (the “Splitco Additional Shares”). The parties hereto shall, TDCC and Corning shall cause their respective Subsidiaries and the JV Entity to, and the JV Entity shall cause the JV Subsidiaries to, enter into any required Local Conveyances in order to effect the transactions contemplated by this Section 2.01. 13 SECTION 2.02 Transfer of the Xxxxxxx XX Shares and Distribution of the Splitco Shares. At the Closing, upon the terms and subject to the conditions of this Agreement, the parties shall effect the Exchange. In order to effect the Exchange, (a) Corning shall assign, transfer, convey and deliver to the JV Entity, and the JV Entity shall accept from Corning, all of the Xxxxxxx XX Shares, free and clear of all Encumbrances; and (b) in exchange for the Xxxxxxx XX Shares, the JV Entity shall distribute to Corning, and Corning shall accept from the JV Entity, all of the Splitco Shares, free and clear of all Encumbrances. SECTION 2.03
Sample 1

Related to Exhibit A Steps; New Debt; Contribution

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

  • Form of Contribution The contribution of a member to the Company must be in cash or property, provided that if there is more than one member, all member(s) must consent in writing to contributions of property. To the extent there is more than one member, additional contributions in the same proportion shall be made by each member, except as may be approved by all member(s). A capital account shall be maintained for each member, to which contributions and profits shall be credited and against which distributions and losses shall be charged. At any time that there is more than one member, capital accounts shall be maintained in accordance with the tax accounting principles prescribed by the Treasury Regulations promulgated under Code Section 704 (the "Allocation Regulations"), so that the tax allocations provided in this Agreement shall, to the extent possible, have "substantial economic effect" within the meaning of the Allocation Regulations, or, if such allocations cannot have substantial economic effect, so that they may be deemed to be "in accordance with the member(s') interests in the Company" within the meaning of the Allocation Regulations.

  • Additional Parties; Joinder Subject to the prior written consent of each Controlling Holder, the Corporation may make any Person who acquires Class A Common Stock or rights to acquire Class A Common Stock from the Corporation after the date hereof (including without limitation any Person who acquires Common Units) a party to this Agreement (each such Person, an “Additional Investor”) and to succeed to all of the rights and obligations of a Holder under this Agreement by obtaining an executed joinder to this Agreement from such Additional Investor in the form of Exhibit A attached hereto (a “Joinder”). Upon the execution and delivery of a Joinder by such Additional Investor, the Class A Common Stock of the Corporation acquired by such Additional Investor or issuable upon redemption or exchange of Common Units acquired by such Additional Investor (the “Acquired Common”) shall be Registrable Securities to the extent provided herein, such Additional Investor shall be a Holder under this Agreement with respect to the Acquired Common, and the Corporation shall add such Additional Investor’s name and address to the Schedule of Investors and circulate such information to the parties to this Agreement.

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

  • Equity Contribution Prior to or substantially concurrently with the initial funding of the Loans hereunder, the Equity Contribution shall be consummated.

  • Defined Contribution Plans The Company does not maintain, contribute to or have any liability under (or with respect to) any employee plan which is a tax-qualified "defined contribution plan" (as defined in Section 3(34) of ERISA), whether or not terminated.

  • Defined Contribution Plan The Employer will establish the following Employer contribution programs in the existing salary deferral plans: » Beginning in 2006 and continuing throughout the term of the Agreement, a performance-based contribution

  • Loans from the General Partner; Loans or Contributions from the Partnership or Group Members (a) The General Partner or any of its Affiliates may lend to any Group Member, and any Group Member may borrow from the General Partner or any of its Affiliates, funds needed or desired by the Group Member for such periods of time and in such amounts as the General Partner may determine; provided, however, that in any such case the lending party may not charge the borrowing party interest at a rate greater than the rate that would be charged the borrowing party or impose terms less favorable to the borrowing party than would be charged or imposed on the borrowing party by unrelated lenders on comparable loans made on an arm’s-length basis (without reference to the lending party’s financial abilities or guarantees), all as determined by the General Partner. The borrowing party shall reimburse the lending party for any costs (other than any additional interest costs) incurred by the lending party in connection with the borrowing of such funds. For purposes of this Section 7.6(a) and Section 7.6(b), the term “Group Member” shall include any Affiliate of a Group Member that is controlled by the Group Member.

  • Additional Capital Contributions No Member shall be required to make additional capital contributions. A Member may make additional capital contributions to the Company.

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