Contribution and Subscription definition

Contribution and Subscription means the contribution, transfer and delivery to the Company by BRC of all of the shares of Tinsel Investments SA, a company duly incorporated and validly existing under the laws of Luxemburg, with registered office at 73, Cote d'Eich, L-1450, Luxembourg, and the Company's issxxxxx xxx xxxxxxxx xx BRC of 141,700,000 Shares of the Company, upon the terms and subject to the conditions set forth in the Contribution and Subscription Agreement and on the Closing Date.
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Contribution and Subscription means the contribution, transfer and delivery to the Company by BRC of all of the shares of Tinsel Investments SA, a company duly incorporated and validly existing under the laws of Luxemburg, with registered office at 73, Côte d’Eich, L-1450, Luxemburg, and the Company’s issuance and transfer to BRC of one hundred forty-one million seven hundred twelve thousand (141,712,000) Shares of the Company, upon the terms and subject to the conditions set forth in the Contribution and Subscription Agreement and on the Closing Date;
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Examples of Contribution and Subscription in a sentence

  • Each Management Party (as defined in the Stockholders Agreement) other than Investor has entered (or will enter) into an Option Assumption, Contribution and Subscription Agreement with Parent containing terms and conditions identical to the terms and conditions contained in this Agreement (other than variances in the amounts set forth on Schedule 1 to each such agreement).

  • Subscription Contribution and Subscription Contribution MarginWe define “Subscription Contribution” as Subscription revenue less cost of Subscription revenue, adjusted to exclude from cost of Subscription revenue, depreciation and amortization expense, and stock-based compensation expense.

  • Immediately upon the closing of the Contribution and Subscription contemplated by the Contribution and Subscription Agreement, all of the conditions set forth in Article VI shall be deemed immediately satisfied.

  • The Contribution and Subscription shall have been consummated prior to the Effective Time.

  • Subscription Contribution Margin is calculated by dividing Subscription Contribution by Subscription revenue.We use Subscription Contribution and Subscription Contribution Margin to measure our ability to scale and leverage the costs of our Connected Fitness Subscriptions.

  • This Agreement (together with the Contribution and Subscription Agreement) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties to this Agreement with respect to the subject matter hereof.

  • Except for the provisions of Section 2.06, Article V, Section 6.02, Section 6.03 and Article VIII , all of which shall become effective immediately upon execution of this Agreement, this Agreement shall become effective as of the Closing of the Contribution and Subscription under the CSA, being understood, however, that, should the CSA be terminated for any reason, the obligations referred to in this Agreement shall elapse.

  • This Agreement shall terminate on the earlier of (a) the date of termination of the Contribution and Subscription Agreement pursuant to Section 12.01 thereof and (b) the date provided in Section 1 for the undertaking contained in such Section and the date provided in Section 2 for the undertaking contained in such Section.

  • The subscription to the Interbrew Shares and payment therefor in the form of a contribution to Interbrew of the Tinsel Lux Shares are referred to in this Agreement as the "Contribution and Subscription".

  • All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce in accordance with the procedures set forth in the Contribution and Subscription Agreement.

Related to Contribution and Subscription

  • Rollover Contribution means any rollover contribution to the Plan made by a Participant as may be permitted under Article V.

  • Rollover Contributions means, for any Participant, his rollover contributions as provided in Section 7.1.

  • In-kind contribution means a contribution of goods or services received by a candidate committee, joint candidates committee, political committee, continuing political committee, political party committee, or legislative leadership committee, which contribution is paid for by a person or entity other than the recipient committee, but does not include services provided without compensation by an individual volunteering a part of or all of his or her time on behalf of a candidate or committee.

  • Member contribution means a contribution under regulation 32;

  • In-kind contributions means services and goods as approved by the department that are provided by a grant recipient toward completion of a department-approved local snowmobile program under section 82107.

  • Member contributions means all amounts paid to ASRS by a member.

  • Rollover Contribution Account means the separate Account maintained for a Member to record such Member's share of the Trust Fund attributable to any Rollover Contribution made to the Plan on his behalf.

  • Contribution Notice means a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Xxx 0000.

  • Payments in lieu of contributions means the money payments to

  • Initial Contribution means that contribution each Participant has made or agrees to make pursuant to Section 5.1.

  • Capital Distribution means a payment made, liability incurred or other consideration given for the purchase, acquisition, redemption or retirement of any capital stock or other equity interest of any Company or as a dividend, return of capital or other distribution (other than any stock dividend, stock split or other equity distribution payable only in capital stock or other equity of the Company in question) in respect of any Company's capital stock or other equity interest.

  • After-Tax Contributions means amounts withheld from an Employee’s Compensation pursuant to a Salary Reduction Agreement after all applicable state and federal taxes have been deducted. Such amounts are withheld for purposes of purchasing one or more of the Benefit Package Options available under the Plan.

  • Contribution Share means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 10.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against the Borrower in respect of any payment of Obligations.

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

  • Qualifying contribution means, with respect to a

  • Unreturned Capital Contributions means, as to each Member, the aggregate Capital Contributions made to the Company by such Member minus the aggregate distributions of such Capital Contributions made to such Member from the Company pursuant to Sections 3.2(b) and 6.2(a)(ii) hereof.

  • Cash contributions means the re- cipient’s cash outlay, including the outlay of money contributed to the re- cipient by third parties.

  • Rollover means the renewal of all or any part of any LIBOR Rate Loan upon the expiration of the Interest Period with respect thereto, pursuant to Section 2.3.

  • Capital Contributions means, with respect to any Member, the amount of money (US Dollars) and the initial Gross Asset Value of any assets or property (other than money) contributed by the Member (or such Member’s predecessor in interest) to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Code Section 752) with respect to the Units in the Company held or purchased by such Member, including additional Capital Contributions.

  • Company Contribution means that portion of the main extension costs which the Company will fund based upon the following formula:

  • Cash Contribution refers to a direct payment of Contribution in Canadian currency.

  • Distribution Effective Time has the meaning set forth in the Separation Agreement.

  • Contributions means the payroll deductions and other additional payments specifically provided for in the Offering that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account if specifically provided for in the Offering, and then only if the Participant has not already had the maximum permitted amount withheld during the Offering through payroll deductions.

  • Initial Capital Contributions has the meaning set forth in Section 3.01.

  • Initial Distribution means the distribution made to holders of Allowed Class C-4 Claims on the Distribution Date.