Examples of Bidder Contributed Cash in a sentence
The parties hereto desire to provide in this Agreement for the terms and conditions under which BAM, the Transferring Partnerships and Bidder Member will contribute the BAM Contributed Assets and the BAM Assumed Liabilities, the Bidder Contributed Cash and the Bidder Contributed Shares, respectively, and OpCo, HoldCo Sub and HoldCo will be organized and operated.
HoldCo shall use the Bidder Contributed Cash to HoldCo to make at Closing the Contributed Cash Distribution.
Subject to the terms and conditions of this Agreement, at the Closing, in exchange for the issuance by OpCo to Bidder Member, of a 51.9 Percentage Interest in OpCo (the "Bidder OpCo Interest"), Bidder Member shall contribute to OpCo, and OpCo shall accept the - contribution from Bidder Member of, the Bidder Contributed Cash.
The increased BAM HoldCo Interest shall be equal to the quotient of (A) an amount equal to (1) $650,000,000 plus (2) the Additional Consideration less (3) the amount of the BAM Capital Distribution, divided by (B) an amount equal to (1) $650,000,000 plus (2) the Additional Consideration, plus (3) $250,000,000, being the amount of the Bidder Contributed Cash, plus (4) $197,000,000, less (5) the amount of the BAM Capital Distribution.
The parties hereto desire to provide in this Agreement for the terms and conditions under which Xxxxxxxx, the Transferring Entities and Bidder Member will contribute the Xxxxxxxx Contributed Assets and the Xxxxxxxx Assumed Liabilities and the Bidder Contributed Cash and, if applicable, the Bidder Contributed Shares, respectively, and OpCo, HoldCo Sub and HoldCo will be organized and operated.
Until the aggregate amount of Bidder Contributed Cash exceeds $310,000,000, the amount of the Maximum Indemnification shall equal the aggregate amount of such Bidder Contributed Cash.
HoldCo Sub shall use the proceeds of the Bidder Contributed Cash as follows: (i) to make at Initial Closing the initial Contributed Cash Distribution; and (ii) to make at each subsequent Closing the applicable Contributed Cash Distributions.
If the amount of the Additional Consideration is such that the BAM HoldCo Interest, as adjusted pursuant to this Section 3.8(b), would be greater than or equal to 50%, the BAM HoldCo Interest shall be adjusted to 49.9% and Bidder and BAM shall agree upon the form of additional consideration to be provided by Bidder, which may include an increase of the Bidder Contributed Cash and an increase in the number of Bidder Contributed Shares.
HoldCo Sub shall use the proceeds of the Anticipated Financing and the Bidder Contributed Cash as follows: (i) to make at Closing the Financing Distribution and the Contributed Cash Distribution; and (ii) $50,000,000 of the Bidder Contributed Cash shall be retained in OpCo for working capital and capital expenditure purposes.
The portion of a former Employee's Accounts that has not become vested under Section 8.1 shall become a Forfeiture in accordance wit the following rules, and shall be reallocated in accordance with Section 4.2 or 4.3 or Article 5 (whichever applies) no later than the end of the Plan Year in which it becomes a Forfeiture.