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.
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.
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.
(b) The parties acknowlxxxe that the amounts used to fund SCH's contribution as set forth in Exhibit B (the "SCH Contribution") do not need to be provided from SCH's own resources and that SCH may raise the necessary equity to fund the SCH Contribution in such manner as it deems necessary and appropriate. Any preferred returns, promotes, fees or other amounts payable to SCH by any party that agrees to contribute a portion of the SCH Contribution in connection with such capital raising activities shall remain the exclusive property of SCH and Formation shall not have any claim to such preferred returns or fees.
(c) The parties acknowledge that the amounts used to fund the remaining portion of the Newco Contribution (the "Formation Contribution") do not need to be provided from Formation's own resources and that Formation may raise the necessary equity to fund the Formation Contribution in such manner as it deems necessary and appropriate. Any preferred returns, promotes, fees or other amounts payable to Formation by any party that agrees to contribute a portion of the Formation Contribution in connection with such capital raising activities shall remain the exclusive property of Formation and SCH shall not have any claim to such preferred returns or fees.
(d) Notwithstanding anything herein to the contrary, each party's obligation to fund the Newco Contribution is conditioned upon mutual agreement between the parties as to all economic terms of the Beverly transaction. The parties acknowledge and agree that thex xxxx previously agreed to the economic terms set forth in the Term Sheet.
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”).
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.
Newco Contribution. Prior to the Closing, DPL shall cause the Newco Contribution to occur.
Newco Contribution. The Newco Contribution shall have occurred.
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.
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.
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.
