Payment of Consideration for Contribution of Equity Sample Clauses

Payment of Consideration for Contribution of Equity. Contemporaneously with the respective contributions and conveyances contemplated in Section 1.01 and upon the terms and condition set forth herein, PEG Inc. shall tender the Total Equity Consideration to PRLP and PRHC by (x) wire transfer in immediately available funds of US$ 134,877,413 of the aggregate cash portion of the Total Equity Consideration to an account for the benefit of PRLP and US$ 97,762,587 of the aggregate cash portion of the Total Equity Consideration to an account for the benefit of PRHC, each pursuant to wire instructions provided by PRLP and PRHC respectively to PEG Inc. and (y) issuing 19,445,000 and 4,778,300 (with respect to PRLP) and 0 and 10,776,700 (with respect to PRHC) aggregate number of newly issued, duly authorized, fully paid and non-assessable shares of Class A and Class B common stock of PEG Inc., free and clear of liens and restrictions (other than liens and restrictions imposed by (a) applicable law, (b) the certificate of incorporation and bylaws of PEG Inc., (c) the Shareholder Rights Agreement (as defined herein), or (d) the Registration Rights Agreement (as defined herein)) that comprise the stock portion of the Total Equity Consideration. The assignment and assumption of the Employment Rights and Liabilities that are contemplated in Section 1.01(a) and Section 1.01(b) will occur automatically upon the transfer of the membership interests or shares, as applicable, in Pattern US and Pattern Canada from PRLP to PEG Inc., without need for further action by the Parties.
Sample 1Sample 2
AutoNDA by SimpleDocs
Payment of Consideration for Contribution of Equity. Contemporaneously with the respective contributions and conveyances contemplated in Section 1.01 and upon the terms and condition set forth herein, PEG Inc. shall tender the Total Equity Consideration to PRLP and PRHC by (x) wire transfer in immediately available funds of US$_____ of the aggregate cash portion of the Total Equity Consideration to an account for the benefit of PRLP and US$______ of the aggregate cash portion of the Total Equity Consideration to an account for the benefit of PRHC, each pursuant to wire instructions provided by PRLP and PRHC respectively to PEG Inc. and (y) issuing ___________ and __________ (with respect to PRLP) and ___________ and _________ (with respect to PRHC) aggregate number of newly issued, duly authorized, fully paid and non-assessable shares of Class A and Class B common stock of PEG Inc., free and clear of liens and restrictions (other than liens and restrictions imposed by (a) applicable law, (b) the certificate of incorporation and bylaws of PEG Inc., (c) the Shareholder Rights Agreement (as defined herein), or (d) the Registration Rights Agreement (as defined herein)) that comprise the stock portion of the Total Equity Consideration. The assumption of the Employment Liabilities that are contemplated in Section 1.01(a) and Section 1.01(b) will occur automatically upon the transfer of the membership interests or shares, as applicable, in Pattern US and Pattern Canada from PRLP to PEG Inc., without need for further action by the Parties.
Sample 1

Related to Payment of Consideration for Contribution of Equity

  • Payment of Consideration The Consideration shall be paid to the Contributor in the following manner:

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

  • Determination of Consideration For purposes of this Subsection 4.4, the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Deemed Contribution and Distribution Notwithstanding any other provision of this Article 13, in the event that the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership’s Property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and immediately thereafter, distributed Partnership Units to the Partners in the new partnership in accordance with their respective Capital Accounts in liquidation of the Partnership, and the new partnership is deemed to continue the business of the Partnership. Nothing in this Section 13.3 shall be deemed to have constituted a Transfer to an Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 or Section 13.3 hereof.

  • Deemed Distribution and Recontribution Notwithstanding any other provision of this Article 13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. Instead, the Partnership shall be deemed to have distributed the Partnership property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership property in kind to the Partnership, which shall be deemed to have assumed and taken such property subject to all such liabilities.

  • 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.

  • Adjustment of Consideration Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Purchaser Shares or similar event, then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share.

  • Computation of Consideration To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefore shall be, deemed to be the fair value of such portion of the assets and business of the nonsurviving corporation as the Board may determine to be attributable to such shares of Common Stock or Common Stock Equivalents, as the case may be. Such determination of the fair value of such consideration shall be made by an Independent Appraiser. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In the event of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Issuer for stock or other securities of any corporation, the Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Board.

  • No Claim Regarding Stock Ownership or Consideration There must not have been made or threatened by any Person any claim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the Shares or any other stock, voting, equity, or ownership interest in, the Company, or (b) is entitled to all or any portion of the Acquiror Company Shares.

  • Calculation of Consideration Received If any Common Stock, Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any acquisition, merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will be determined in good faith by the Board of Directors of the Company.

Time is Money Join Law Insider Premium to draft better contracts faster.