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

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • Upon Photronics purchase of 49,990 Units, from Micron pursuant to the Contribution and Purchase Agreement, Photronics' and Micron's Capital Account balances shall have a relative ratio equal to 49.99 divided by 50.01.

  • 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.

  • Micron hereby continues as a Member of the Company, and Photronics is admitted to the Company as a Member upon its execution of this Agreement and receipt by Micron of $48 million of the Purchase Price (as defined in the Contribution and Purchase Agreement).

  • Contemporaneous with, or prior to, the execution of this Agreement, Photronics, Micron and/or the Company have entered into the agreements listed on Schedule B to the Contribution and Purchase Agreement (collectively, the "Transaction Documents").

  • As on 31 March 2017, the Board of Directors of the Company consisted of six (6) Directors comprising of a Non-Executive and Non-Independent Chairman, one Executive Director, one Non-Executive Non-Independent Director and three Non-Executive Independent Directors including one woman director.


More Definitions of Contribution and Purchase Agreement

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

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 LL- 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 10 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 the agreement providing for a transfer of structured settlement payment rights.

  • 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.

  • 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.

  • 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.

  • Specified Purchase Agreement Representations means such of the representations made by or with respect to a Specified Target, its Subsidiaries and their respective businesses in the definitive documentation governing the applicable Specified Purchase (the “Specified Purchase Agreement”) as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates shall have the right to terminate its obligations under the applicable Specified Purchase Agreement as a result of a breach of such representations in the applicable Specified Purchase Agreement without expense (as determined without regard to any notice requirement and without giving effect to any waiver, amendment or other modification thereto that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent), unless the Administrative Agent shall have consented thereto (such consent not to be unreasonably withheld, delayed or conditioned)).

  • Series B Purchase Agreement has the meaning set forth in the Recitals.

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

  • 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.

  • 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.

  • 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.