Common use of XXXX Contribution Clause in Contracts

XXXX Contribution. At the Contribution Closing (as defined below), on ----------------- the terms and subject to the conditions of this Agreement, XXXX hereby agrees to (i) transfer and deliver to Holding 3,423,886 shares of common stock, par value $.01 per share (the "CBRE Common Stock"), of CBRE (the "XXXX Stock ----------------- ---------- Contribution"), and (ii) make an aggregate cash contribution to Holding of ------------ approximately $40.9 million to approximately $92.6 million (as determined by Holding no less than twelve business days prior to the Contribution Closing, which amount shall be equal to approximately $92.6 million minus (A) the total number of shares of Class A common stock and stock fund units in the CB Xxxxxxx Xxxxx Services, Inc. Deferred Compensation Plan subscribed for in the Employee Offering multiplied by $16.00, minus (B) the amount of the Pre-Funded Interest Contribution, minus (C) the amount of the Initial XXXX Contribution, plus (D) the aggregate amount of full-recourse notes delivered to Holding as consideration for shares of Class A common stock subscribed for in the Employee Offering) in immediately available funds to an account of Holding (the "XXXX ---- Cash Contribution," and together with the XXXX Stock Contribution, the "XXXX ----------------- ---- Contribution"). In connection with such XXXX Contribution, Holding hereby agrees ------------ to issue to XXXX at the Contribution Closing (a) 3,423,886 shares of Class B common stock, par value $.01 per share ("Holding Class B Common Stock"), of ---------------------------- Holding in exchange for the XXXX Stock Contribution and (b) a number of shares of Holding Class B Common Stock in exchange for the XXXX Cash Contribution equal to the quotient obtained by dividing (x) the amount of the XXXX Cash Contribution by (y) $16.00 (the shares of Holding Class B Common Stock being issued to XXXX in accordance with clauses (a) and (b) are collectively referred to as the "XXXX Shares").

Appears in 2 contracts

Samples: Contribution and Voting Agreement (Cbre Holding Inc), Contribution and Voting Agreement (Blum Capital Partners Lp)

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XXXX Contribution. At the Contribution Closing (as defined ---- ----------------- below), on ----------------- the terms and subject to the conditions of this Agreement, XXXX hereby agrees to (i) transfer and deliver to Holding 3,423,886 shares of common stock, par value $.01 per share (the "CBRE Common Stock"), of CBRE (the "XXXX ----------------- ---- Stock ----------------- ---------- Contribution"), and (ii) make an aggregate cash contribution to Holding of ------------ ------------------ approximately $40.9 million to approximately $92.6 million (as determined by Holding no less than twelve business days prior to the Contribution Closing, which amount shall be equal to approximately $92.6 million minus (A) the total number of shares of Class A common stock and stock fund units in the CB Xxxxxxx Xxxxx Services, Inc. Deferred Compensation Plan subscribed for in the Employee Offering multiplied by $16.00, minus (B) the amount of the Pre-Funded Interest Contribution, minus (C) the amount of the Initial XXXX Contribution, plus (D) the aggregate amount of full-recourse notes delivered to Holding as consideration for shares of Class A common stock subscribed for in the Employee Offering) in immediately available funds to an account of Holding (the "XXXX ---- Cash Contribution," and together with the XXXX Stock Contribution, the "XXXX ----------------- ---- Contribution"). In connection with such XXXX Contribution, Holding hereby ------------ agrees ------------ to issue to XXXX at the Contribution Closing (a) 3,423,886 shares of Class B common stock, par value $.01 per share ("Holding Class B Common Stock"), ---------------------------- of ---------------------------- Holding in exchange for the XXXX Stock Contribution and (b) a number of shares of Holding Class B Common Stock in exchange for the XXXX Cash Contribution equal to the quotient obtained by dividing (x) the amount of the XXXX Cash Contribution by (y) $16.00 (the shares of Holding Class B Common Stock being issued to XXXX in accordance with clauses (a) and (b) are collectively referred to as the "XXXX Shares").. -----------

Appears in 1 contract

Samples: Contribution and Voting Agreement (Cbre Holding Inc)

XXXX Contribution. At the Contribution Closing (as defined ----------------- below), on ----------------- the terms and subject to the conditions of this Agreement, XXXX hereby agrees to (i) transfer and deliver to Holding 3,423,886 shares of common stock, par value $.01 per share (the "CBRE Common Stock"), of CBRE (the "XXXX ----------------- ---- Stock ----------------- ---------- Contribution"), and (ii) make an aggregate cash contribution to Holding of ------------ ------------------ approximately $40.9 million to approximately $92.6 million (as determined by Holding no less than twelve business days prior to the Contribution Closing, which amount shall be equal to approximately $92.6 million minus (A) the total number of shares of Class A common stock and stock fund units in the CB Xxxxxxx Xxxxx Services, Inc. Deferred Compensation Plan subscribed for in the Employee Offering multiplied by $16.00, minus (B) the amount of the Pre-Funded Interest Contribution, minus (C) the amount of the Initial XXXX Contribution, plus (D) the aggregate amount of full-recourse notes delivered to Holding as consideration for shares of Class A common stock subscribed for in the Employee Offering) in immediately available funds to an account of Holding (the "XXXX ---- Cash Contribution," and together with the XXXX Stock Contribution, the "XXXX ----------------- ---- Contribution"). In connection with such XXXX Contribution, Holding hereby ------------ agrees ------------ to issue to XXXX at the Contribution Closing (a) 3,423,886 shares of Class B common stock, par value $.01 per share ("Holding Class B Common Stock"), ---------------------------- of ---------------------------- Holding in exchange for the XXXX Stock Contribution and (b) a number of shares of Holding Class B Common Stock in exchange for the XXXX Cash Contribution equal to the quotient obtained by dividing (x) the amount of the XXXX Cash Contribution by (y) $16.00 (the shares of Holding Class B Common Stock being issued to XXXX in accordance with clauses (a) and (b) are collectively referred to as the "XXXX Shares").. -----------

Appears in 1 contract

Samples: Contribution and Voting Agreement (Fs Equity Partners Iii Lp)

XXXX Contribution. At the Contribution Closing (as defined below), on ----------------- the terms and subject to the conditions of this Agreement, XXXX hereby agrees to (i) transfer and deliver to Holding 3,423,886 shares of common stock, par value $.01 per share (the "CBRE Common Stock"), of CBRE (the "XXXX Stock ----------------- ---------- Contribution"), and (ii) make an aggregate cash contribution to Holding of ------------ approximately $40.9 million to approximately $92.6 million (as determined by Holding no less than twelve business days prior to the Contribution Closing, which amount shall be equal to approximately $92.6 million minus (A) the total number of shares of Class A common stock and stock fund units in the CB Xxxxxxx Xxxxx Services, Inc. Deferred Compensation Plan subscribed for in the Employee Offering multiplied by $16.00, minus (B) the amount of the Pre-Funded Interest Contribution, minus (C) the amount of the Initial XXXX Contribution, plus (D) the aggregate amount of full-recourse notes delivered to Holding as consideration for shares of Class A common stock subscribed for in the Employee Offering) in immediately available funds to an account of Holding (the "XXXX ---- Cash Contribution," and together with the XXXX Stock Contribution, the "XXXX ----------------- ---- Contribution"). In connection with such XXXX Contribution, Holding hereby agrees ------------ to issue to XXXX at the Contribution Closing (a) 3,423,886 shares of Class B common stock, par value $.01 per share ("Holding Class B Common Stock"), of ---------------------------- Holding in exchange for the XXXX Stock Contribution and (b) a number of shares of Holding Class B Common Stock in exchange for the XXXX Cash Contribution equal to the quotient obtained by dividing (x) the amount of the XXXX Cash Contribution by (y) $16.00 (the shares of Holding Class B Common Stock being issued to XXXX in accordance with clauses (a) and (b) are collectively referred to as the "XXXX Shares").

Appears in 1 contract

Samples: Contribution and Voting Agreement (Cb Richard Ellis Services Inc)

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XXXX Contribution. At the Contribution Closing (as defined below), on ----------------- the terms and subject to the conditions of this Agreement, XXXX hereby agrees to (i) transfer and deliver to Holding 3,423,886 2,345,900 shares of common stock, par value $.01 per share (the "CBRE Common Stock"), of CBRE (the "XXXX Stock ----------------- ---------- Contribution"), and (ii) make an aggregate cash contribution to Holding of ------------ approximately $40.9 60.8 million to approximately $92.6 109.9 million (as determined by Holding no less than twelve business days prior to the Contribution Closing, which amount shall be equal to approximately $92.6 million minus (A) the total number of shares of Class A common stock and stock fund units in the CB Xxxxxxx Xxxxx Services, Inc. Deferred Compensation Plan subscribed for in the Employee Offering multiplied by $16.00, minus (B) the amount of the Pre-Funded Interest Contribution, minus (C) the amount of the Initial XXXX Contribution, plus (D) the aggregate amount of full-recourse notes delivered to Holding as consideration for shares of Class A common stock subscribed for in the Employee Offering) in immediately available funds to an account of Holding (the "XXXX ---- Cash --------- Contribution," and together with the XXXX Stock Contribution, the "XXXX ----------------- ------------ ---- Contribution"). In connection with such XXXX Contribution, Holding hereby agrees ------------ to issue to XXXX at the Contribution Closing (a) 3,423,886 2,345,900 shares of Class B common stock, par value $.01 per share ("Holding Class B Common Stock"), of ---------------------------- Holding in -------------------- exchange for the XXXX Stock Contribution and (b) a number of shares of Holding Class B Common Stock in exchange for the XXXX Cash Contribution equal to the quotient obtained by dividing (x) the amount of the XXXX Cash Contribution by (y) $16.00 (the shares of Holding Class B Common Stock being issued to XXXX in accordance with clauses (a) and (b) are collectively referred to as the "XXXX Shares").. -----------

Appears in 1 contract

Samples: Contribution and Voting Agreement (Cb Richard Ellis Services Inc)

XXXX Contribution. At the Contribution Closing (as defined below), on ----------------- the terms and subject to the conditions of this Agreement, XXXX hereby agrees to (i) transfer and deliver to Holding 3,423,886 2,345,900 shares of common stock, par value $.01 per share (the "CBRE Common Stock"), of CBRE (the "XXXX Stock ----------------- ---------- Contribution"), and (ii) make an aggregate cash contribution to Holding of ------------ approximately $40.9 60.8 million to approximately $92.6 109.9 million (as determined by Holding no less than twelve business days prior to the Contribution Closing, which amount shall be equal to approximately $92.6 million minus (A) the total number of shares of Class A common stock and stock fund units in the CB Xxxxxxx Xxxxx Services, Inc. Deferred Compensation Plan subscribed for in the Employee Offering multiplied by $16.00, minus (B) the amount of the Pre-Funded Interest Contribution, minus (C) the amount of the Initial XXXX Contribution, plus (D) the aggregate amount of full-recourse notes delivered to Holding as consideration for shares of Class A common stock subscribed for in the Employee Offering) in immediately available funds to an account of Holding (the "XXXX ---- Cash Contribution," and ---------------------- together with the XXXX Stock Contribution, the "XXXX ----------------- ---- Contribution"). In ----------------- connection with such XXXX Contribution, Holding hereby agrees ------------ to issue to XXXX at the Contribution Closing (a) 3,423,886 2,345,900 shares of Class B common stock, par value $.01 per share ("Holding Class B Common Stock"), of ---------------------------- Holding in exchange for the XXXX Stock -------------------- Contribution and (b) a number of shares of Holding Class B Common Stock in exchange for the XXXX Cash Contribution equal to the quotient obtained by dividing (x) the amount of the XXXX Cash Contribution by (y) $16.00 (the shares of Holding Class B Common Stock being issued to XXXX in accordance with clauses (a) and (b) are collectively referred to as the "XXXX Shares").. -----------

Appears in 1 contract

Samples: Contribution and Voting Agreement (Wardlaw William M)

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