First Contribution. (i) Kxxxxxxx-Xxxxx shall cause Kxxxxxxx-Xxxxx Global Sales, Inc., a Delaware corporation (“KCGS” ), to contribute to Neenah Paper Sales, Inc., a Delaware corporation (“NP Sales” ), as an additional contribution to capital without the issuance of additional shares of capital stock, all of KCGS’ right, title and interest in and to the Transferred Assets used primarily in the sale and marketing of the Paper Products (the “NP Sales Transferred Assets” ).
First Contribution. On and subject to the terms and conditions hereof, each Holdings Contributor does hereby assign, sell, convey, deliver and transfer to BCE Aggregator, and BCE Aggregator, does hereby assume, accept and purchase from each Holdings Contributor, such Holdings Contributor’s entire right, title and interest in and to any and all Existing Mach Units held by such Holdings Contributor, as provided on Exhibit A, and any and all income, distributions, value, rights, benefits and privileges associated therewith or deriving therefrom, free and clear of all Liens (other than restrictions arising from the governance documents of Mach I or Mach II, as applicable or arising under federal or state securities laws), and in exchange therefor, BCE Aggregator does hereby issue each Holdings Contributor the number of BCE Aggregator Units as set forth on Exhibit A (the “First Contribution”).
First Contribution. Effective as of the date hereof, (a) Ganzi hereby unconditionally and irrevocably assigns and contributes (x) 00.000000 of his Class A Units to the Ganzi Trust and (y) the remainder of his Class A Units to MCG Analog in respect of his membership interest in MCG Analog and (b) Xxxxxxx unconditionally and irrevocably assigns and contributes 100% of his Class A Units to BJJ Analog in respect of his membership interest in BJJ Analog, in each case, together with all of their respective right, title and interest in and to such Class A Units so assigned and contributed. Each of MCG Analog, the Ganzi Trust, and BJJ Analog hereby accepts the Class A Units assigned and contributed to it pursuant to this Section 1, and assumes all of Ganzi’s and Xxxxxx’x respective obligations with respect to such Class A Units arising under the DCR Holdings LPA from and after the date hereof.
First Contribution. HPP will deliver to SDSP a written notice (the “Contribution Notice”) setting forth: (A) the capital contribution amount required to be contributed by SDSP to HPP, which will not be less than Thirty Five Million and No/Dollars ($35.0 Million), or other amount agreed by the parties (the “First Funding Contribution”); (B) the date by which the First Funding Contribution is to be funded (which date will be no earlier than 10 days after delivery of the Contribution Notice (such date, the “First Funding Date”); and (C) the depositary institution and account of HPP into which the First Funding Contribution is to be made.
First Contribution. Each Investor agrees to (i) contribute, transfer and assign to EH Aggregator, free and clear of all Liens, other than transfer restrictions of general applicability arising under the Securities Act of 1933 (the “Securities Act”) and other applicable securities Laws, such Investor’s Contributed EH Shares (the “First Contribution”) in exchange for (x) the EH Aggregator Interests plus (y) the right to receive the Per Share Additional Merger Consideration in respect of each Contributed EH Share if and when payable in accordance with the terms and conditions of the Transaction Agreement, and (ii) deliver to EH Aggregator any documents and instruments as reasonably may be necessary or appropriate to vest in EH Aggregator good and marketable title in and to the Contributed EH Shares free and clear of all free and clear of all Liens, other than transfer restrictions under the EH Aggregator LLC Agreement or of general applicability arising under the Securities Act and other applicable securities Laws. Effective as of the consummation of the First Contribution, Parent shall withdraw as a member of EH Aggregator.
First Contribution
