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

  • 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 Contribution and Exchange Agreements will terminate upon the first to occur of the consummation of the Merger, the date and time that the Merger Agreement is terminated in accordance with its terms and the date and time that the Board or the Special Committee make an Adverse Recommendation Change in accordance with the Merger Agreement.

  • 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.

  • 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.

  • Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.Item 4 above summarizes certain provisions of the Merger Agreement and the Contribution and Exchange Agreements and is incorporated herein by reference.

  • Pursuant to the Contribution and Exchange Agreements, the Rollover Stockholders agreed to contribute in the aggregate 120,521,038 shares of Common Stock (the “Rollover Shares,” which include 2,551,020 shares of Common Stock beneficially owned by the Reporting Person) to Parent, in exchange for an equal number of shares of Series A-2 Preferred Stock, par value $0.0001 per share, of Parent.

  • 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.

  • Item 4 above summarizes certain provisions of the Merger Agreement and the Contribution and Exchange Agreements and is incorporated herein by reference.

  • 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.

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 an agreement to be made between Coors, Exchangeco and the Trustee in connection with the Plan of Arrangement substantially in the form and content of Exhibit E to the Combination Agreement, with such changes thereto as the parties to the Combination Agreement, acting reasonably, may agree.

  • 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.

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

  • Distribution Agreements means the Amended and Restated Distribution and License Agreements dated as of November 30, 1992 between Bollore and North Atlantic Operating Corporation, Inc., a Delaware corporation and subsidiary of Turning Point, relating to (i) the United States and (ii) Canada, each as amended by a Restated Amendment dated June 25, 1997 and Amendments dated respectively October 22, 1997, October 7, 1999, October 20, 1999, June 19, 2002, February 28, 2005 and April 20, 2006, and the License and Distribution Agreement, dated March 19, 2013, between Bollore and North Atlantic Operating Corporation, Inc., in each case as so amended and as may hereafter be amended, modified or superseded, and any other related agreements between or among such parties.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • 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 the exchange of a Replacement Vehicle for a Leased Vehicle in a manner so as to defer the recognition of taxable gain upon the disposition of such Leased Vehicle in accordance with and pursuant to Section 1031 of the Internal Revenue Code, as amended.

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

  • Investment Agreements or “Flow-Through Agreements” means written agreements pursuant to which the Partnership will subscribe for Flow-Through Shares (including Flow-Through Shares issued as part of a unit) or agreements by the Partnership to otherwise invest in or purchase securities of a Resource Issuer, and in respect of Flow-Through Shares comprised of units, the Resource Issuer will covenant and agree:

  • 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.

  • 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.

  • Master Funding Agreement means the Master Funding Agreement entered into by the Company and the Secretary of State on March 1st 2015.

  • 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 Amended and Restated Limited Liability Company Agreement of Holdings dated as of the Closing Date.