Issuance and Contribution Sample Clauses

Issuance and Contribution. 2.1 The Investor shall subscribe for 4,000 (four thousand) cumulative preferred shares, with a nominal value of EUR 1 (one euro) each (the “Preferred Shares”) in the share capital of the Company, (the Ordinary Shares and the Preferred Sharers and any and all other (classes of) shares from time to time outstanding in the share capital of the Company hereinafter referred to as the “Shares”), against payment in two (2) tranches of an aggregate amount of EUR 1,000,000 (one million euro) (such amount hereinafter referred to as the “Contribution”). 2.2 The Founders shall procure that the Company issues on the Closing Date (as defined in Article 6 below) (such issue hereinafter referred to as the “Issue”) the Preferred Shares to the Investor, against payment of an aggregate amount of EUR 500,000 (five hundred thousand Euro) hereinafter (“Initial Payment”). 2.3 The Issue shall take place pursuant to a notarial deed, a copy of which is attached to this Agreement as Exhibit 1, as soon as mr. N. van Buitenen (or his substitute or successor) with Van Grafhorst & Van Buitenen Notarissen, in Utrecht (the: “Notary”), has received the Initial Payment on the third party account with number 00.00.00.000 with the ABN AMRO Bank in the name of Kwaliteitsrekening Van Buitenen & Van Grafhorst, on or before the Closing Date (as defined in Article 6 below) which shall ultimately be at 31st of January 2008. 2.4 On the Closing Date, the Investor, in reliance oninter aliathe representations and warranties as contained in Exhibit 2, hereby agrees to subscribe for the Preferred Shares which according to the previous sub-clauses shall be issued to the Investor and the Investor hereby agrees to contribute on the Closing Date on the Preferred Shares issued through the Issue, an aggregate amount of EUR 500,000 (five hundred thousand Euro). 2.5 The nominal value of each of the Preferred Shares is EUR 1 (one Euro) and the remainder of the Initial Payment shall be administered in the books of the Company as share premium (‘agio’). 2.6 For the purpose of illustration, the Parties observe that immediately following the Issue, the Shares in the Company shall be held as follows: Mr. Van Blitterswijk 4,959 — 22.55 % Mr. Van der Velden 4,959 — 22.55 % X.X. de Bruijn Holding 7,200 — 32.7 % Xx. Xxxx 882 — 4.0 % BioGeneration — 4,000 18.2 % Total 18,000 4,000 100 %
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Issuance and Contribution. Subject to the terms of this Agreement and the Direction Letter, Parent shall, on the date hereof and immediately prior to the Closing: (a) issue and/or contribute the Parent Contributed Instruments to the Purchaser and, as of immediately prior to the Closing, the Parent Contributed Instruments shall be held by the Purchaser; and (b) contribute to the Purchaser an aggregate amount of cash, in immediately available funds, equal to the sum of (i) the Cash Contribution Amount, plus (ii) the Tax Payment Amount, plus (iii) the Post-Closing Company Transaction Expenses Amount, plus (iv) the Remaining First Lien Term Loan Consideration Proceeds.
Issuance and Contribution 

Related to Issuance and Contribution

  • Payment of Contributions The College and eligible academic staff members of the plan shall each contribute one-half of the contributions to the Academic and Administrative Pension Plan.

  • Investment of Contributions At the direction of the Depositor (or the direction of the beneficiary upon the Depositor's death), the Custodian shall invest all contributions to the account and earnings thereon in investments acceptable to the Custodian, which may include marketable securities traded on a recognized exchange or "over the counter" (excluding any securities issued by the Custodian), covered call options, certificates of deposit, and other investments to which the Custodian consents, in such amounts as are specifically selected and specified by the Depositor in orders to the Custodian in such form as may be acceptable to the Custodian, without any duty to diversify and without regard to whether such property is authorized by the laws of any jurisdiction as a trust investment. The Custodian shall be responsible for the execution of such orders and for maintaining adequate records thereof. However, if any such orders are not received as required, or, if received, are unclear in the opinion of the Custodian, all or a portion of the contribution may be held uninvested without liability for loss of income or appreciation, and without liability for interest pending receipt of such orders or clarification, or the contribution may be returned. The Custodian may, but need not, establish programs under which cash deposits in excess of a minimum set by it will be periodically and automatically invested in interest-bearing investment funds. The Custodian shall have no duty other than to follow the written investment directions of the Depositor, and shall be under no duty to question said instructions and shall not be liable for any investment losses sustained by the Depositor.

  • CONTRIBUTIONS TO COMPANY WEBSITE Xxxxxxx.xxx may provide an area for our user and members to contribute feedback to our website. When you submit ideas, documents, suggestions and/or proposals ("Contributions") to our site, you acknowledge and agree that:

  • Allocation of Contributions You may place your contributions in one fund or in any combination of funds, although your employer may place restrictions on investment in certain funds.

  • Maximum Contribution The total amount you may contribute to an IRA for any taxable year cannot exceed the lesser of 100 percent of your compensation or $6,000 for 2019 and 2020, with possible cost- of-living adjustments each year thereafter. If you also maintain a Xxxx XXX (i.e., an IRA subject to the limits of Internal Revenue Code Section (IRC Sec.) 408A), the maximum contribution to your Traditional IRAs is reduced by any contributions you make to your Xxxx IRAs. Your total annual contribution to all Traditional IRAs and Xxxx IRAs cannot exceed the lesser of the dollar amounts described above or 100 percent of your compensation.

  • Contributions to Capital (a) The minimum initial Capital Contribution of each Limited Partner will be $100,000 or such other amount as the General Partner determines from time to time. The amount of the initial Capital Contribution of each Partner will be recorded by the Partnership upon acceptance as a contribution to the capital of the Partnership. Each Limited Partner’s entire initial Capital Contribution will be paid to the Partnership immediately prior to the Partnership’s acceptance of the Limited Partner’s subscription for Units, unless otherwise agreed by the Partnership and such Limited Partner. (b) The Limited Partners may make additional Capital Contributions effective as of those times and in amounts as the General Partner may permit, but no Limited Partner will be obligated to make any additional Capital Contribution except to the extent provided in Sections 5.4 and 5.5 of this Agreement. Each additional Capital Contribution made by a Limited Partner (other than a contribution made pursuant to Section 5.3 or Section 5.5 of this Agreement) will be in the minimum amount of $25,000 or such other amount as the General Partner determines from time to time. (c) A General Partner may make additional Capital Contributions effective as of those times and in such amounts as it determines, and will be required to make additional Capital Contributions from time to time to the extent necessary to maintain the balance of its Capital Account at an amount, if any, necessary to ensure that the Partnership will be treated as a Partnership for U.S. federal income tax purposes. Except as provided in this Section 5.1 or in the Delaware Act, no General Partner will be required or obligated to make any additional contributions to the capital of the Partnership. (d) Subject to the provisions of the 1940 Act, and except as otherwise permitted by the General Partner, (1) initial and any additional Capital Contributions by any Partner will be payable in cash or in Securities that the General Partner, in its absolute discretion, causes the Partnership to accept, and (2) initial and any additional Capital Contributions in cash will be payable in readily available funds at the date of the proposed acceptance of the contribution. The Partnership will charge each Partner making a Capital Contribution in Securities to the capital of the Partnership an amount as may be determined by the General Partner to reimburse the Partnership for any costs incurred by the Partnership by reason of accepting the Securities, and any charge will be due and payable by the contributing Partner in full at the time the Capital Contribution to which the charges relate is due. The value of contributed Securities will be determined in accordance with Section 7.3 of this Agreement as of the date of contribution. (e) An Advisor may make Capital Contributions and own Units in the Partnership and, in so doing, will become a Limited Partner with respect to the contributions. (f) The minimum initial and additional contributions set out in paragraphs (a) and (b) of this Section 5.1 may be increased or reduced by the General Partner from time to time. Reductions may be applied to all investors, individual investors or to classes of investors, in each case in the sole discretion of the General Partner.

  • Tax Credit for Contributions You may be eligible to receive a tax credit for your IRA contributions. This credit will be allowed in addition to any tax deduction that may apply, and may not exceed $1,000 in a given year. You may be eligible for this tax credit if you are • age 18 or older as of the close of the taxable year, • not a dependent of another taxpayer, and • not a full-time student. The credit is based upon your income (see chart below), and will range from 0 to 50 percent of eligible contributions. In order to determine the amount of your contributions, add all of the contributions made to your IRA and reduce these contributions by any distributions that you have taken during the testing period. The testing period begins two years prior to the year for which the credit is sought and ends on the tax return due date (including extensions) for the year for which the credit is sought. In order to determine your tax credit, multiply the applicable percentage from the chart below by the amount of your contributions that do not exceed $2,000. *Adjusted gross income (AGI) includes foreign earned income and income from Guam, America Samoa, North Mariana Islands, and Puerto Rico. AGI limits are subject to cost-of-living adjustments each year.

  • The Contribution Prior to the Effective Time, and subject to the terms and conditions set forth in the Distribution Agreement, Grace intends to cause the transfer to a wholly owned subsidiary of Grace-Conn. ("Packco") of certain assets and liabilities of Grace and its subsidiaries predominantly related to the Packaging Business (the "Contribution"), as contemplated by the Distribution Agreement and the Other Agreements.

  • Return of Contributions The General Partner shall not be personally liable for, and shall have no obligation to contribute or loan any monies or property to the Partnership to enable it to effectuate, the return of the Capital Contributions of the Limited Partners or Unitholders, or any portion thereof, it being expressly understood that any such return shall be made solely from Partnership assets.

  • Right of Contribution Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the Lenders, and each Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Guarantor hereunder.

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