Merger and Contribution Sample Clauses

Merger and Contribution. Under the terms and conditions of this Agreement, at the Effective Time (a) in accordance with the DGCL, Thor Merger Sub shall be merged with and into Toreador (the “Toreador Merger”), and (b) each of Blackstone, Lara and Omega shall contribute the ZaZa Membership Interests held by it and Lara shall contribute the Lara Sub Shares (collectively, the “ZaZa Contribution”), such contributions to be effected pursuant to a contribution agreement entered into by and among the Company and the Members concurrently with the execution of this Agreement in the form of Exhibit F (the “Contribution Agreement”). At the Effective Time, the separate existence of Thor Merger Sub shall cease, and Toreador shall continue to exist as the surviving corporation of the Toreador Merger as a wholly-owned subsidiary of the Company (“Toreador Surviving Corporation”). The effects and the consequences of the Toreador Merger shall be as set forth in Section 2.04.
Sample 1
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Merger and Contribution. Subject to the provisions of this Agreement and prior to the Closing Date (as defined in Section 1.2, CPI shall be formed as a Washington corporation by filing with the Secretary of State for the State of Washington Articles of Incorporation substantially in the form attached as Exhibit 1.1(a). CP.cxx xxxl be merged into CPI, the Driveoff Stockholders will contribute all of the issued and outstanding equity securities of Driveoff to CPI, and Navidec shall effect the Navidec Additional Contribution. A Certificate of Merger (the "CERTIFICATE OF MERGER") shall be duly prepared, executed and acknowledged by CP.cxx, xxd thereafter delivered to the Secretary of State of Delaware for filing, as provided in the Delaware General Corporation Law (the "DGCL") and Articles of Merger shall be duly prepared, executed and acknowledged by CP.cxx, xxd thereafter delivered to the Secretary of State of Washington for filing, as provided in the Washington Business Corporation Act, on the Closing Date. The CP.cxx Xxxger shall become effective at such time as the Articles of Merger and Certificate of Merger have been filed with the respective Secretaries of State of Delaware and Washington or at such time thereafter as is provided in the Certificate of Merger and Articles of Merger. CPHI and Ford agree that upon the effectiveness of the CP.cxx Xxxger, the CarPxxxx.xxx, XXC Limited Liability Company Agreement (the "LLC AGREEMENT") shall terminate and be of no further force or effect. Immediately after the CP.cxx Xxxger, (x) the
Sample 1
Merger and Contribution. The Merger and the Contribution may be consummated.
Sample 1
Merger and Contribution 
Sample 1

Related to Merger and Contribution

  • Initial Contribution The capital contributions to be made by the Member and with which the Company shall begin business are as follows: Member Name Contribution Membership Interest Century Land Holdings, LLC $ 1,000.00 100 %

  • Rollover Contributions An amount which qualifies as a rollover contribution pursuant to the Federal Internal Revenue Code may be transferred to and paid under this contract as a contribution for a Participant. Prudential may require proof that the amount paid so qualifies.

  • Purchase and Contribution Transferor agrees to contribute and Transferee agrees to acquire the Property for the Purchase Price.

  • Initial Contributions In connection with the formation of the Partnership under the Delaware Act, the General Partner made an initial Capital Contribution to the Partnership in the amount of $10.10 for an interest in the Partnership and was admitted as the general partner of the Partnership, and the Initial Limited Partner made an initial Capital Contribution to the Partnership in the amount of $989.90 for an interest in the Partnership and was admitted as a limited partner of the Partnership.

  • 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 A plan under which Employee accounts are maintained for each Participant to which all contributions, forfeitures, investment income and gains or losses, and expenses are credited or deducted. A Participant’s benefit under such plan is based solely on the fair market value of his or her account balance.

  • ALLOCATION OF CONTRIBUTIONS If the application is in good order, the initial Contribution will be applied within two Business Days of receipt at the Retirement Resource Operations Center. During the right to cancel period, all Contributions will be allocated in one or more of the Sub-Account(s) as specified in the application. During the right to cancel period, the Owner may change the allocations to the Sub-Accounts. Subsequent Contributions will be allocated to the Annuity Account in the proportion Requested by the Owner. If there are no accompanying instructions, then allocations will be made in accordance with standing instructions. Allocations will be effective upon the Transaction Date.

  • Payments and Contributions Neither the Company, any subsidiary, nor any of its directors, officers or, to its knowledge, other employees has (i) used any Company funds for any unlawful contribution, endorsement, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment of Company funds to any foreign or domestic government official or employee; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other similar payment to any person with respect to Company matters.

  • 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.

  • Catch-Up Contributions Unless otherwise elected in Section 2.4 of this amendment, all employees who are eligible to make elective deferrals under this plan and who have attained age 50 before the close of the plan year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the plan implementing the required limitations of Sections 402(g) and 415 of the Code. The plan shall not be treated as failing to satisfy the provisions of the plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such catch-up contributions.

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