Contribution Notes definition
Examples of Contribution Notes in a sentence
An aggregate of 98.5% of the ▇▇▇▇▇▇ Merger Consideration shall be allocated, pro rata, to (x) the ▇▇▇▇▇▇ Convertible PIK Notes converted into shares of ▇▇▇▇▇▇ Common Stock in accordance with Section 7.18(a), (y) the Exchange Notes exchanged in accordance with Section 7.18(b) and (z) the Contribution Notes contributed in accordance with Section 7.18(c).
Upon delivery of the Contribution Notes as contemplated by Section 1(b), such Investor will transfer to Holdco good and valid title to such Investor’s Contribution Notes, free and clear of any Liens.
All Unit Certificates and Convertible Contribution Notes now or hereafter issued by the Company shall be marked with the following legends, as applicable: THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE.
On the Closing Date the Contributors shall deliver to Newco executed (i) stock powers, and (ii) limited liability company interest powers, in each case contributing the applicable Contributed Operating Holding Interests and 50% of the membership interests in the Development LLC to Newco free and clear of any Liens except as contemplated hereby, in exchange for the Stock Consideration and the Contribution Notes.
Prepayments shall be applied first to the repayment of Contribution Notes held by members of the Hillside Group, and after payment in full thereof, to the repayment of Contribution Notes held by any other entity.
Except for interest accruing under and payable with respect to the Convertible Contribution Notes, no Member shall receive any interest on such Member’s Capital Contributions or such Member’s Capital Account, notwithstanding any disproportion therein as between the Members.
Each Member acknowledges and agrees that, in addition to its Capital Commitment, such Member is obligated to make additional Capital Contributions, in an aggregate dollar amount equal to its RTC Allocable Share (as defined in the Contribution Agreement), to the Company pursuant to and in accordance with the terms and conditions of the Contribution Agreement and the Convertible Contribution Notes issuable thereunder (collectively, “RTC Allocable Share Contributions”).
This statement of beneficiary will form part of the annual Credits and Contribution Notes (see Section 10.01).
Direct Linkage = $1,489 Estimated Partner Infrastructure Contribution Notes: Estimated Cost per FTE x Partner total #FTEs ** Direct Linkage Partners Outlined in Section XIII.
At least five (5) days prior to the Closing Date, the Owners will prepare and deliver to Shurgard pro forma balance sheets for the Companies as of the Closing Date (the “Preliminary Closing Balance Sheets”) showing the amounts estimated for all assets and liabilities of the Business as of the Closing Date after giving effect to the Unrelated Assets Transfer, the payment in full of the Indebtedness (other than the Permitted Indebtedness), the receipt of the Contribution Notes and the Recapitalization.