Newco Contribution Sample Clauses

Newco Contribution. On the date hereof, Newco will contribute $6,000,000.00 of the Further Remaining Convertible Receivable Portion (the remaining portion of the Further Remaining Convertible Receivable Portion not transferred pursuant hereto, the “Final Convertible Receivable Portion”) and $8,000,000.00 of the Further Remaining Secured Receivable Portion (the remaining portion of the Further Remaining Secured Receivable Portion not transferred pursuant hereto, the “Final Secured Receivable Portion”) to Finance Co in exchange for an issuance by Finance Co to Newco of 1,627,837 ordinary shares in the capital of Finance Co, and immediately thereafter, Finance Co shall transfer all of Convertible Notes Receivable received by Finance Co pursuant to this clause 1.3 and all but a $1,000,000.00 retained debt claim of Secured Notes Receivable received by Finance Co pursuant to this clause 1.3 (such retained debt claim, the “Retained Debt”) to Issuer Co in exchange for 13,020,000 new common equity interests in Issuer Co representing a very substantial majority of all of the ordinary issued interests in Issuer Co.
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Newco Contribution. Immediately following the OP Mergers, Newco shall contribute and convey to Newco OP, and Newco OP will accept from Newco, all right, title and interest of Newco in and to the Equity Interests of each of the Constellation OP Contributed Entities.
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Newco Contribution. Immediately following the REIT Mergers and the cancellation and redemption of certain Nova I OP Units and Nova II OP Units in accordance with Section 2.10, Newco shall contribute and convey to Newco OP, and Newco OP will accept from Newco, all right, title and interest of Newco in and to (i) the Equity Interests of each of the Constellation OP Contributed Entities, (ii) the Equity Interests of Nova I OP, and (iii) the Equity Interests of Nova II OP.
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Newco Contribution. (a) Formation has agreed pursuant to the Term Sheet to make an equity contribution to Newco in an amount equal to $50,000,000 (the "Newco Contribution"). Formation and Northbrook hereby agree to provide equal amounts of $25,000,000 each to FC BEV for the purpose of funding the Newco Contribution. Such contxxxutions shall be in exchange for identical interests in FC BEV calculated on a pro rata basis, except as provided herein.
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Newco Contribution. (a) Formation has agreed pursuant to the Term Sheet to make an equity contribution to Newco in an amount equal to $50,000,000 (the "Newco Contribution"). Formation and SCH hereby agree that SCH shall contribute the amounts set forth in Exhibit B attached hereto and such amount shall be applied by FC BEV to the Newco Contribution.
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Newco Contribution. Following the date hereof and prior to the Effective Time, each of the Individual Members party to the Contribution Agreement and MD Holdings shall take all actions necessary to cause and permit such Individual Members to contribute the membership interests in MD Holdings owned by such Members to Newco in exchange for 100% of the membership interests in Newco (“Newco Contribution”).
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Newco Contribution. NewCo hereby contributes, assigns, transfers and delivers to US LLC all of its right, title and interest in and to the AZPN Shares, effective as of immediately following the WWUS Contribution, and US LLC hereby accepts all such right, title and interest in and to the AZPN Shares and, in exchange therefor, hereby issues to NewCo the Shares (the “NewCo Contribution”). The parties agree and acknowledge that the NewCo contribution is effective at 10:00 pm Central Standard Time on October 6, 2023.
Sample 1
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Newco Contribution. Seller shall contribute, assign, transfer, convey and deliver to NewCo, and NewCo shall accept, all of the outstanding Equity Interests of LA Times LLC, Washington Bureau LLC and SD Tribune LLC, following which each of LA Times LLC, Washington Bureau LLC and SD Tribune LLC shall be a wholly owned direct Subsidiary of NewCo.
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Newco Contribution. NewCo shall unconditionally and irrevocably contribute to HoldCo, and HoldCo shall unconditionally and irrevocably accept from NewCo, all of NewCo’s right, title and interest to AOL. In connection with such contribution, NewCo shall assign and HoldCo shall assume all of NewCo’s rights and obligations in connection with the Loan.
Sample 1

Related to Newco Contribution

  • No Contribution Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.

  • 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.

  • 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.

  • 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 %

  • Contribution Allocation The Advisory Committee will allocate deferral contributions, matching contributions, qualified nonelective contributions and nonelective contributions in accordance with Section 14.06 and the elections under this Adoption Agreement Section 3.04.

  • 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.

  • 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.

  • 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.

  • Employer Profit Sharing Contributions An Employee will be eligible to become a Participant in the Plan for purposes of receiving an allocation of any Employer Profit Sharing Contribution made pursuant to Section 10 of the Adoption Agreement after completing ________ (enter 0, 1, 2 or any fraction less than 2)

  • Mutual Contribution The parties to this Agreement and their counsel have mutually contributed to its drafting. Consequently, no provision of this Agreement shall be construed against any party on the ground that such party drafted the provision or caused it to be drafted or the provision contains a covenant of such party.

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