Regis Contribution Sample Clauses

Regis Contribution. (a) At the Closing, Regis shall assign and contribute to Newco, free and clear of all Encumbrances, all of Regis’ right, title and interest in and to all of the outstanding shares of capital stock of each of the Regis Subsidiaries (such assignment and contribution, the “Regis Contribution”); provided, that the contribution of the outstanding shares of capital stock of the Regis Subsidiaries listed on Exhibit B hereto (“Rhode Island Subsidiaries”) is subject to the further terms and conditions of Section 1.2(d) below. (b) At or prior to the Closing, Regis shall have assigned and contributed to one or more of the Regis Subsidiaries, free and clear of all Encumbrances, all of Regis’ right, title and interest in and to the assets and agreements listed on Annex 1 hereto. Between the date hereof and the Closing, Empire and Regis shall cooperate in good faith to identify additional Regis assets or rights to be added to Annex 1, and shall update Annex 1 accordingly; provided, that any such updates to Annex 1 will only be as mutually agreed by Regis and Empire. Nothing in this Agreement shall be construed as an attempt by Regis to assign or contribute to a Regis Subsidiary any contract, agreement, lease, franchise, claim or asset which is by its terms or by law nonassignable without the consent of any other party or parties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to Regis would not by law pass to the Regis Subsidiary as an incident of the assignments provided for by this Agreement (a “Non-Assignable Parent Contract”). To the extent that any such consent or approval in respect of, or a novation of, a Non-Assignable Parent Contract shall not have been obtained on or before the Closing, the parties hereto shall use reasonable efforts and shall cooperate in any reasonable arrangement to assure a Regis Subsidiary the benefits of such Non-Assignable Contract to the extent permitted by law; provided, however, that such Regis Subsidiary will assume all financial burdens of any such Non-Assignable Parent Contracts for which the contractual benefits have been passed through to it. (c) At the Closing, and in consideration for the Regis Contribution, Empire shall cause Newco to issue in favor of Regis 490 shares of Newco common stock (the “Regis Shares”). (d) If the conditions to Closing have been met, other than as a result of a failure to receive all necessary Regis Educational Consents and...
Sample 1
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Regis Contribution. 2.1.1 Under the terms and conditions set forth in this Master Agreement, on the Closing Date, Regis Holding shall contribute to the Combined Entity 100% of the share capital of RIF pursuant to the terms and conditions of the Regis Contribution Agreement. This contribution shall be governed by article L. 225-147 of the French Code de Commerce. Such RIF shares shall be contributed in full and unrestricted ownership to the Combined Entity, free and clear of any Encumbrances and with the benefit of all rights attaching to them on the Closing Date (including the right to dividends for the fiscal year immediately ending before the Closing Date, provided that the dividends have not been decided or paid prior to the Closing Date). The Combined Entity shall be subrogated in all rights and obligations of Regis Holding attached to the RIF shares as of the Closing Date. Prior to the Regis Contribution, Regis Netherlands shall contribute to Regis Holding 100% of the share capital of RIF. 2.1.2 The Excluded Assets and Activities will not be contributed to the Combined Entity. Regis Corporation will be entitled to a royalty free license for the use of the Xxxx-Xxxxx Xxxxx intellectual property pursuant to the License Agreement. 2.1.3 Regis Netherlands hereby undertakes to maintain, in the entities listed in Exhibits B and C, on the Closing Date, a Remaining Cash Amount equal, in the aggregate, to 2,500,000 euros. In the event that the Faure Acquisition is completed by the Combined Entity or any of its Subsidiaries prior to the Closing Date; the Remaining Cash Amount shall not be reduced by the acquisition price paid upon completion of the Faure Acquisition provided that the acquisition (i) was approved by the FP Group and Artal prior to its completion and (ii) was entirely financed through a credit line granted by a financial institution. In the event the Remaining Cash Amount is less than to 2,500,000 euros, Regis Netherlands hereby agrees to indemnify the Combined Entity of an amount equal to the difference between the Remaining Cash Amount and 2,500,000 euros. In the event the Remaining Cash Amount is in excess of 2,500,000 euros, the FP Group and Artal hereby agree to cause the Combined Entity to indemnify Regis Netherlands of an amount equal to the difference between the Remaining Cash Amount and 2,500,000 euros. As soon as practicable after the Closing Date and in any event within 30 days after such date, the FP Group and Artal shall cause the Combined Entity to de...
Sample 1

Related to Regis Contribution

  • Initial Contribution The member agrees to make an initial contribution to the Company of $____________.

  • Retirement Contribution 1. The State shall, as permitted by 5 M.R.S.A. §17702 §§s5 and 6, pay its cost of the 6.5% or 7.5% retirement contribution for employees in the bargaining unit who are covered under special Law Enforcement retirement plans. 2. The State shall, as permitted by 5 M.R.S.A. §17702 §§s5 and 6, pay the cost of the 6.5% or 7.5% retirement contribution for employees in the following classifications.

  • Catch-Up Contributions In the case of a Traditional IRA Owner who is age 50 or older by the close of the taxable year, the annual cash contribution limit is increased by $1,000 for any taxable year beginning in 2006 and years thereafter.

  • Employer Contribution (a) An Employer contribution for health and dental benefits will only be made for each active employee who has at least eighty (80) paid regular hours in a month and who is eligible for medical insurance coverage, unless otherwise required by law. (b) It is understood that the administrative intent of this Article is that the Employer contribution is made for individuals who are participants in the medical insurance coverages. Participation will mean that eligible less-than-full-time employees who drop out of coverage will be considered to participate. Additionally, employees who elect to opt out of coverage for a cash incentive will be considered to participate.

  • Company Contributions The Company shall continue to make a Company Contribution for Plan Years 2017, 2018 and 2019, on the same terms and conditions set forth in the Participant Agreement, with the performance metrics and targets in connection with such Company Contributions for such Plan Years to be established in the sole discretion of the Committee, following consultation with the Chief Executive Officer of the Company.

  • 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.

  • Retirement Contributions On behalf of employees, the State will continue to “pick up” the six percent (6%) employee contribution, payable pursuant to law. The parties acknowledge that various challenges have been filed that contest the lawfulness, including the constitutionality, of various aspects of PERS reform legislation enacted by the 2003 Legislative Assembly, including Chapters 67 (HB 2003) and 68 (HB 2004) of Oregon Laws 2003 (“PERS Litigation”). Nothing in this Agreement shall constitute a waiver of any party’s rights, claims or defenses with respect to the PERS Litigation.

  • Initial Contributions The Members initially shall contribute to the Company capital as described in Schedule 2 attached to this Agreement.

  • Pension Contributions While on leave pursuant to Section B. of this Article, an employee may make contributions to the appropriate State pension system and will receive service credit for the time the employee is on unpaid leave.

  • Matching Contributions The Employer will make matching contributions in accordance with the formula(s) elected in Part II of this Adoption Agreement Section 3.01.

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