Alternative Method of Contributing the Contribution Shares, the Converted Shares and/or the Convertible Bonds Sample Clauses

Alternative Method of Contributing the Contribution Shares, the Converted Shares and/or the Convertible Bonds. Each of Harbinger Master and Harbinger Special shall have the right, prior to the relevant Contribution Closing Date, to transfer any or all of the Contribution Shares and/or the Converted Shares and/or the Convertible Bonds (each an “Interest” and together the “Interests”) which it holds to one or more of its newly organized wholly-owned Subsidiaries, from time to time (“NewCos” and each a “NewCo”), and instead of directly transferring, or procuring the direct transfer of, the Interests to the Company pursuant to, and in accordance with, the terms of this Agreement, the Parties agree that each of Harbinger Master and Harbinger Special shall have the right to transfer to the Company its shareholding in the relevant NewCo holding any such Interests, provided such shareholding is the entire issued share capital of such NewCo and provided further that such NewCo shall have good and valid title to the relevant Interest free and clear of all Encumbrances and shall have no other material liabilities. The Parties agree that the transfer of the entire issued share capital of one or more NewCos, and the indirect transfer of any or all Interests held by such NewCos, together with the transfer of any or all remaining Interests which each of Harbinger Master and Harbinger Special continues to directly hold to the Company will satisfy each of Harbinger Master’s and Harbinger Special’s obligations pursuant to the terms of this Agreement to contribute the Interests to the Company. The Parties hereby agree that if each of Harbinger Master and Harbinger Special transfers any or all Interests to a NewCo or NewCos, and intends to transfer such NewCo or NewCos to the Company, then this Agreement shall be amended such that: (i) following the date of such transfer to the relevant NewCos, any of Harbinger’s representations, warranties and covenants with respect to the Interests shall be taken, as relevant, to refer to Harbinger’s shareholdings in the NewCos holding the relevant Interests; (ii) each of Harbinger Master and Harbinger Special shall receive the same consideration for the transfer of the NewCos and/or the Interests, as it would have received had such Interests been transferred directly to the Company by Xxxxxxxxx Master and Harbinger Special, together with additional consideration, to be satisfied by way of an issuance by the Company of shares of Voting Common Stock at the Agreed Issue Price, equal to the amount of net cash held by the relevant NewCos at the Contribu...
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Related to Alternative Method of Contributing the Contribution Shares, the Converted Shares and/or the Convertible Bonds

  • Stock Consideration 3 subsidiary...................................................................53

  • Rights of Assignees of Partnership Interests (a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

  • Default Not Exceeding 10% of Firm Units or Option Units If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Units or the Option Units, if the Over-allotment Option is exercised, hereunder, and if the number of the Firm Units or Option Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Units or Option Units that all Underwriters have agreed to purchase hereunder, then such Firm Units or Option Units to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

  • Adjustment of Number of Optioned Shares and Related Matters The number of shares of Common Stock covered by the Stock Option, and the Option Prices thereof, shall be subject to adjustment in accordance with Articles 11 - 13 of the Plan.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent.

  • Default Not Exceeding 10% of Firm Shares or Option Shares If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Shares or the Option Shares, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Shares or Option Shares with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares or Option Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

  • Membership Units The Company is initially organized with One (1) class of Membership Interests, designated in Units, which Units are initially the only class of equity in the Company. The Units shall have no par value and shall be of a single class with identical rights. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Governors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created Units.

  • Delivery of Shares Tendered in Payment of Purchase Price If the Optionee exercises this option by delivery of shares of Common Stock of the Company, the certificate or certificates representing the shares of Common Stock of the Company to be delivered shall be duly executed in blank by the Optionee or shall be accompanied by a stock power duly executed in blank suitable for purposes of transferring such shares to the Company. Fractional shares of Common Stock of the Company will not be accepted in payment of the purchase price of shares acquired upon exercise of this option.

  • Release of Shares From Repurchase Option (a) 25% of the Shares shall be released from the Company’s repurchase option one year after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option two years after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option three years after the date of this Agreement, and the remaining 25% of the Shares shall be released from the repurchase option four years after such date, subject to Director continuing to be a Service Provider on such dates.

  • Purchase of Shares from each Fund The Shares are offered in four classes (each, a "Class"), as described in the Prospectus, as amended or supplemented from time to time.

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