Contribution and Purchase Agreement definition

Contribution and Purchase Agreement has the meaning set forth in the recitals to this Agreement.
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Contribution and Purchase Agreement means that certain Contribution and Purchase Agreement among Purchaser and the Principal Management Holders, dated as of the date hereof, pursuant to which: (a) each of the Principal Management Holders will exchange substantially all of their shares of the Company for shares of the Purchaser; and (b) the Principal Management Holders have committed to purchase additional shares of Purchaser, the proceeds of which will be used by Purchaser to purchase Shares from the Sellers under this Agreement.
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Contribution and Purchase Agreement means the Contribution and Units Purchase Agreement dated as of the date hereof by and between the Company, Micron and Photronics.
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Examples of Contribution and Purchase Agreement in a sentence

  • Upon the terms and subject to the conditions set forth in Section 5.12 of the Asset Contribution and Purchase Agreement, MLCS shall have the right to nominate one Director to serve on the Board, who, as contemplated by Section 5.12 of the Asset Contribution and Purchase Agreement, may be a non-voting Director.

  • Receipt by the Agent of a duly executed copy of the Asset Contribution and Purchase Agreement, in form and substance satisfactory to the Agent in its sole discretion.

  • The purpose of this Agreement is to amend and restate, in its entirety, that certain Sixth Amended and Restated Administrative Services Agreement, as amended on and effective September 7, 2011 (the “Sixth Amendment”), to give effect to transactions contemplated by that certain Contribution and Purchase Agreement dated as of October 1, 2014 between EPD and Oiltanking Holding Americas, Inc.

  • The Members and any Affiliate of the Members may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others; provided, that the foregoing shall not release MLIBK or any of its Affiliates from, or otherwise affect in any respect, the obligations of MLIBK and its Affiliates set forth in Section 5.08 of the Asset Contribution and Purchase Agreement.

  • Based on their Application and Amended Application, the Joint Applicants seek Commission authorization for a transfer of ownership and control of Modus Networks pursuant to the Contribution and Purchase Agreement.

  • The purchase price was comprised of a loan payable to the seller of $500,000 due within 4 months, a $250,000 equity interest in the Member, and additional payments contingent on achievement of certain levels in contribution profit, as defined in the Membership Interests Contribution and Purchase Agreement dated as of December 23, 2013, through 2017.

  • No other Member of the Company may transfer, convey, assign or otherwise dispose of, in whole or in part, its percentage interests in the Company; provided, that MLIBK may transfer, convey, assign or otherwise dispose of its percentage interests in the Company as permitted by Section 5.18 of the Asset Contribution and Purchase Agreement.

  • This is precisely the type of case where the court should hold that the written agreements are integrated agreements and that the parol evidence rule applies.Accordingly, this court should hold that the Contribution and Purchase Agreement is also an integrated contract.

  • The Members acknowledge and agree that as of the date hereof: (i) pursuant to the Contribution and Purchase Agreement Micron has contributed to the Company the Micron Contributed Assets; and (ii) pursuant to the Assignment and Assumption Agreement Micron has assigned to the Company certain contractual rights and other liabilities, and the Company has assumed certain liabilities of Micron in connection therewith.

  • Contribution and Purchase Agreement, dated as of December 31, 2007 (previously filed as Exhibit 10.1 to the Company’s Form 8-K (File No. 001-33549), filed on January 4, 2008 and herein incorporated by reference).


More Definitions of Contribution and Purchase Agreement

Contribution and Purchase Agreement means that certain Contribution and Units Purchase Agreement of even date herewith between the Parties.
Sample 1
Contribution and Purchase Agreement shall have the meaning provided in the first paragraph of this Amendment.
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Related to Contribution and Purchase Agreement

  • 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.

  • Sale and Purchase Agreement means all the agreements entered into from time to time (whether before, on or after the date of this Agreement) by the Borrower for the sale of the Units and shall include any one or more or all of the Sale and Purchase Agreements.

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.

  • Bond Purchase Agreement means a Bond Purchase Agreement, dated as of the sale of the Series CC-2015 Bonds, entered into by and between KUB and the Underwriter, in substantially the form of the document attached hereto as Exhibit A, subject to such changes as permitted by Section 9 hereof, as approved by the President and Chief Executive Officer of KUB, consistent with the terms of this resolution;

  • Stock Purchase Agreement means the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

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

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • hire-purchase agreement means an agreement, other than a conditional sale agreement, under which—

  • 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.

  • Transfer Agreement means an executed form of the transfer agreement providing, among other things, that a transferee is bound by the terms of this Agreement and substantially in the form attached hereto as Exhibit D.

  • Series A Purchase Agreement means the Series A Preferred Unit Purchase Agreement, dated as of June 20, 2017, by and among the Partnership and the Series A Purchasers thereunder, as may be amended from time to time.

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

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

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

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

  • Certificate Purchase Agreement The Purchase Agreement, dated as of [_______], among the Depositor and the Initial Purchasers, relating to the Privately Offered Certificates.

  • Synthetic Purchase Agreement means any swap, derivative or other agreement or combination of agreements pursuant to which Holdings, the Borrower or any Subsidiary is or may become obligated to make (a) any payment in connection with a purchase by any third party from a person other than Holdings, the Borrower or any Subsidiary of any Equity Interest or Restricted Indebtedness or (b) any payment (other than on account of a permitted purchase by it of any Equity Interest or Restricted Indebtedness) the amount of which is determined by reference to the price or value at any time of any Equity Interest or Restricted Indebtedness; provided that no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of Holdings, the Borrower or the Subsidiaries (or to their heirs or estates) shall be deemed to be a Synthetic Purchase Agreement.

  • Series B Purchase Agreement means the Series B Preferred Stock Purchase Agreement with respect to the purchase and sale of shares of the Company’s Series B Preferred Stock, dated as of the date hereof, by and among the Company and the Series B Investors, as it may be amended from time to time.

  • Asset Purchase Agreement has the meaning set forth in the Recitals.

  • Purchase and Sale Agreement means the Purchase and Sale Agreement, dated as of the Closing Date, among the Servicer, the Originators and the Borrower, as such agreement may be amended, supplemented or otherwise modified from time to time.

  • Share Transfer Agreement means the share transfer agreement, in the agreed form, between the partners in the Company;

  • Purchase Agreement shall have the meaning set forth in the preamble.

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

  • Note Purchase Agreement means the Note Purchase Agreement, dated as of the Issuance Date, among the Company, the Subordination Agent, the Escrow Agent, the Paying Agent, and the Pass Through Trustee under each Pass Through Trust Agreement providing for, among other things, the issuance and sale of certain equipment notes, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

  • Share Purchase Agreement has the meaning set forth in the Recitals.