Contribution and Exchange Agreements definition

Contribution and Exchange Agreements means the Contribution and Exchange Agreements, by and among the Company and certain of the Pre-IPO Holders.
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Contribution and Exchange Agreements shall have the meaning given in the Recitals hereto.
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Contribution and Exchange Agreements means those certain Contribution and Exchange Agreements, by and between the Parent and each of Warburg, Xxxxxx Ventures, L.P. and GE Investment Private Placement Partners II and Xxxxx Xxxxxxx, substantially in the form attached hereto as Exhibits B-1 and B-2. Table of Contents
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Examples of Contribution and Exchange Agreements in a sentence

  • After giving effect to the reclassification and issuances described in clause (ii) above and the Reorganization, each of the Pre-IPO Holders owns a number of LLC Units calculated as set forth in the Recapitalization Agreement and the Contribution and Exchange Agreements.

  • Notwithstanding anything to the contrary contained in the Contribution and Exchange Agreements, the provisions of this Agreement shall survive until such time as any applicable statute of limitation for any such Claims have expired.

  • This Agreement, the Member Contribution and Exchange Agreements, employment agreements with the Company or one of its Affiliates, any Side Letters and the Certificate of Formation constitute the complete and exclusive statement of the agreement among the Members with respect to the subject matter contained herein and therein.

  • This Agreement shall be independent of, and in addition to, the provisions relating to indemnification contained in the Contribution and Exchange Agreements.

  • MA section 18(a) states that:If ART or the Partnership shall default in any of its obligations under this Agreement, any Contribution and Exchange Agreement or the Stratford Square Purchase Agreement, and the default continues beyond the notice and cure period set forth herein, the Partnership shall be deemed to have defaulted under all the Contribution and Exchange Agreements and the Stratford Square Purchase Agreement.

  • The minimum qualifications and criteria for promotion to each of the teaching faculty ranks are described in detail in the Faculty Handbook section 5.2.1.

  • Each Officer of the Company is hereby authorized to execute and deliver any documents on behalf of the Company in connection with the Initial Public Offering and any associated restructuring of Xxxxx Group and its Affiliates, including the Member Contribution and Exchange Agreements and the Xxxxx Group Contribution and Exchange Agreement, and any actions previously taken with respect thereto are hereby authorized and approved.

  • This Agreement and those certain Contribution and Exchange Agreements, Agreements Regarding Property Matters and Leases entered into and executed by and among the Partnership, the Limited Partners and certain affiliates of the Limited Partners supersede any prior understandings or written or oral agreements amongst the Partners, or any of them, respecting the subject matter contained herein and therein and contain the entire understanding amongst the Partners with respect thereto.

  • The joint venture was governed by a Master Agreement and documented by subsequent Contribution and Exchange Agreements.

  • On June 30, 2017, in connection with the closing of the DSD Agreement, the Participants contributed to the Partnership their respective assets received pursuant to the Participation Agreement in exchange for common units of the Partnership based on a price of $14.98 per Common Unit (calculated in the same manner as the price of Common Units issued pursuant to the DSD Agreement) pursuant to Contribution and Exchange Agreements with the Partnership (the “Participant Contribution Agreements”).

Related to Contribution and Exchange Agreements

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • Voting and Exchange Trust Agreement means the voting and exchange trust agreement to be made among Parent, CallCo, the Company and the Share Trustee in connection with the Plan of Arrangement substantially in the form of Exhibit D to the Transaction Agreement, as may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

  • Exchange Agreement has the meaning set forth in the Recitals.

  • Contribution Agreements has the meaning set forth in the Recitals.

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • Public-private partnership agreement means an agreement

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Distribution Agreements means (i) any and all agreements entered into by a Credit Party, pursuant to which such Credit Party has sold, leased, licensed or assigned distribution rights or other exploitation rights to any Item of Product to an un-Affiliated Person, and (ii) any and all agreements hereafter entered into by a Credit Party pursuant to which such Credit Party sells, leases, licenses or assigns distribution rights or other exploitation rights to an Item of Product to an un-Affiliated Person.

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Stock Purchase Agreements the meaning set forth in the recitals to this Agreement.

  • Transfer Agreements As defined in the Mortgage Loan Sale Agreement. Transferor: Each seller of Mortgage Loans to the Seller pursuant to the Transfer Agreements.

  • Like-Kind Exchange means a section 1031 exchange that is subject to 26 U.S.C. sec. 1031.

  • LLC Agreements means the Initial Holdings LLC Agreement, the Holdings LLC Agreement, the Initial Investors LLC Agreement and the Investors LLC Agreement.

  • Separation and Distribution Agreement has the meaning set forth in the Recitals.

  • Investment Agreements has the meaning set forth in the Recitals.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Exchange Agent Agreement has the meaning set forth in Section 2.5(a).

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Reconstitution Agreements The agreement or agreements entered into by the Seller and the Purchaser and/or certain third parties on the Reconstitution Date or Dates with respect to any or all of the Mortgage Loans sold hereunder, in connection with a Whole Loan Transfer, Agency Transfer or a Securitization Transaction pursuant to Section 13, including, but not limited to, a seller's warranties and servicing agreement with respect to a Whole Loan Transfer, and a pooling and servicing agreement and/or seller/servicer agreements and related custodial/trust agreement and documents with respect to a Securitization Transaction.

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • Holdings LLC Agreement means the Third Amended and Restated Limited Liability Company Agreement of Holdings, dated on or about the date hereof, as such agreement may be amended from time to time.

  • Purchase and Sale Agreement means that certain Purchase and Sale Agreement, dated as of the Closing Date, between the Transferor, as the seller, and the Borrower, as the purchaser, as amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof.