Second Contribution. On and subject to the terms and conditions hereof and of the LP Agreement, each Partnership Contributor, on the Second Closing Date, shall assign, sell, convey, deliver and transfer to the Partnership, and the Partnership shall assume, accept and purchase from each Partnership Contributor, such Partnership Contributor’s entire right, title and interest in and to any and all Existing Mach Units held by such Partnership Contributor, as provided on Exhibit B-1, and any and all income, distributions, value, rights, benefits and privileges associated therewith or deriving therefrom, free and clear of all Liens (other than restrictions arising from the governance documents of Mach I, Mach II or Mach III, as applicable or arising under federal or state securities laws), and in exchange therefor, the Partnership shall issue the number of Partnership Common Units to such Partnership Contributor set forth on Exhibit B-2 (the “Second Contribution”).
Second Contribution. GEO will provide an amount from the Settlement Fund, of an additional $300,000.00, by check or wire transfer, to the Settlement Administrator pursuant to the terms of this Settlement Agreement. Any amount of the $300,000.00 which is not owed to an Eligible Settlement Class Member remains the property of GEO and will be returned to GEO as GEO’s property.
Second Contribution. Immediately following the First Contribution by Ganzi and Xxxxxxx, effective as of the date hereof, each of MCG Analog, the Ganzi Trust, and BJJ Analog hereby assigns and contributes 100% of the Class A Units assigned and contributed to it pursuant to Section 1 to Rollover Holdings in respect of MCG Analog’s, the Ganzi Trust’s, and BJJ Analog’s respective limited partnership interests in Rollover Holdings, together with all of their respective right, title and interest in and to such Class A Units. Rollover Holdings hereby accepts the Class A Units assigned and contributed to it pursuant to this Section 2, and assumes all of MCG Analog’s, the Ganzi Trust’s, and BJJ Analog’s respective obligations with respect to such Class A Units arising under the DCR Holdings LPA from and after the date hereof.
Second Contribution. At the Second Closing, simultaneously with the Initial Contribution, Purchaser shall contribute to First Tower Holdings LLC all of the Shares, by delivery (free and clear of all Liens other than Liens under the Loan Agreements) of certificates representing the Shares, duly endorsed in blank for transfer or accompanied by duly executed stock powers assigning the Shares represented thereby in blank, in exchange for Class A Shares representing the Majority Interest (the “Second Contribution”). First Tower Holdings LLC shall accept such contribution and shall reflect the issuance of such Class A Shares on its books and records. As soon as practicable after the Initial Contribution and the Second Contribution: (i) Purchaser shall contribute to First Tower Holdings of Delaware LLC such Class A Shares and First Tower Holdings LLC shall reflect such contribution on its books and records; and (ii) First Tower Holdings LLC shall contribute to FT Financing LLC, and FT Financing LLC shall accept, all of the Shares and the Remaining Shares. Immediately after the contributions contemplated in this Section 2.02, the Majority Interest shall be held by First Tower Holdings of Delaware LLC and the Minority Interest by the Company.
Second Contribution. Immediately following the First Contribution, EH Aggregator agrees to (i) contribute, transfer and assign to JV Co, free and clear of all Liens, other than transfer restrictions under the EH Aggregator LLC Agreement or of general applicability arising under the Securities Act and other applicable securities Laws, the Contributed EH Shares received by it in the First Contribution in exchange for the JV Co Interests as contemplated by Section 1.4.5 (the “Second Contribution” and together with the First Contribution, the “Contributions”) and (ii) deliver to JV Co any documents and instruments as reasonably may be necessary or appropriate to vest in JV Co good and marketable title in and to the Contributed EH Shares free and clear of all Liens, other than transfer restrictions under the JV Co LLC Agreement or of general applicability arising under the Securities Act and other applicable securities Laws. For the avoidance of doubt, each Investor’s right to receive the Per Share Additional Merger Consideration in respect of each Contributed EH Share if and when payable in accordance with the terms and conditions of the Transaction Agreement shall be retained by such Investor and shall not be affected by the Second Contribution (it being understood and agreed that any such Per Share Additional Merger Consideration shall be paid directly to each Investor in accordance with the Transaction Agreement).
Second Contribution. Immediately following the Closing, (a) the Continuing Unit Holders and Aspen Sub shall, and X. Xxxxxxxx shall cause the Majority Unit Holder to, contribute the Equity Consideration to Aspen Sub, and, in exchange, Aspen Sub shall, and X. Xxxxxxxx shall cause Aspen Sub to, issue (i) 328.196 Class A-1 Membership Interests of Aspen Sub to the Majority Unit Holder, which shall represent all of the issued and outstanding voting rights and 82.049% of the economic rights of Aspen Sub, and (ii) 71.804 Class A-2 Membership Interests of Aspen Sub collectively to the Continuing Minority Unit Holders (with each such Continuing Minority Unit Holder receiving the number of Class A-2 Membership Interests of Aspen Sub set forth opposite his or her name on Schedule 6.7), which shall represent none of the issued and outstanding voting rights and 17.951% of the economic rights of Aspen Sub and (b) the Continuing Unit Holders, Aspen Sub, X. Xxxxxxxx and Xxxx shall enter into the Amended and Restated Limited Liability Company Agreement of Aspen Sub in the form set forth on Exhibit L (such transactions and the execution and delivery of such agreement, collectively, the 40 “Second Contribution”). The Second Contribution shall be effected pursuant to contribution agreements to be agreed to in good faith by and between Coty, the Continuing Unit Holders and Aspen Sub.
Second Contribution. Coty shall be ready, willing and able to execute and deliver the Aspen Sub Amended and Restated Limited Liability Company Agreement in accordance with Section 6.7 and shall have delivered to the Unit Holder Representative a certificate to that effect.
Second Contribution. The Unit Holder Parties shall be ready, willing and able to effect the Second Contribution in accordance with Section 6.7 and shall have delivered to Coty US a certificate to that effect.
Second Contribution
