Contribution Exchange. X. Xxxxxx hereby agrees that contemporaneously with the consummation of the Transactions, all 763 of his ERA Shares shall be contributed by him to the Company without further action on the part of Xxxxxx or the Company, other than the delivery by Xxxxxx of a stock certificate evidencing the ERA Shares to the Company. Contemporaneously with Xxxxxx'x contribution of his ERA Shares to the Company, the Company hereby agrees to issue 1,447,793 shares of the Class A Common Shares to Xxxxxx, free and clear of all liens or encumbrances, without further action on the part of Xxxxxx or the Company, other than the delivery of a validly issued stock certificate evidencing the shares of Class A Common Shares so issued, which certificate will be delivered promptly following the consummation of the Transactions. Xxxxxx hereby agrees not to exercise any of his Stock Options (as defined in Section 1.10(b) of the Merger Agreement) and agrees to permit those Stock Options to expire according to their terms without having been exercised, unless and until the Merger Agreement is terminated without having been consummated.
Contribution Exchange. X. Xxxxxx hereby contributes all of his 763 of his ERA Shares to the Company, and, in exchange, the Company hereby issues and delivers to Xxxxxx 1,447,793 shares of the Class A Common Shares, free and clear of all liens or encumbrances. Xxxxxx hereby agrees not to exercise any of his Stock Options (as defined in Section 1.10(b) of the Merger Agreement) and agrees to permit those Stock Options to expire according to their terms without having been exercised, unless and until the Merger Agreement is terminated without having been consummated.
Contribution Exchange. In exchange for the contribution of the Shares, at the Closing Buyer will deliver to Sellers the Sellers Exchange Consideration with each Seller receiving its Pro Rata Share of the Sellers Exchange Consideration; provided however, that one-half of the Sellers’ Representative Expense Amount will be deducted from the Sellers Exchange Consideration to be paid to each Seller, and the full amount of the Sellers’ Representative Expense Amount will be delivered to the Sellers’ Representative at the Closing. For purposes of clarification, the Sellers’ Representative Expense Amount: (a) is not payment or compensation to the Sellers’ Representative for any services rendered; but rather (b) is a fund to be used by the Sellers’ Representative solely on behalf of Sellers to administer this Agreement on behalf of Sellers, enforce Sellers’ right under this Agreement and pay for certain professional services by third Persons performed on behalf of Sellers.
Contribution Exchange
