Contribution and Exchange. On the terms set forth herein and subject to Section 2.2, Section 2.3, Section 2.4 and Section 2.5:
Contribution and Exchange. (a) Holder hereby agrees that immediately following the conversion of Holder’s Preferred Series A Subclass 1 Unit Account into Class S Ordinary Units as contemplated by Section 1 above, such newly issued Class S Ordinary Units shall automatically be contributed to BCG in exchange for BCG Class B Common Units, without any limitation on such contribution and exchange, with 14,175,586 Class S Ordinary Units being exchanged for 14,175,586 BCG Class B Common Units.
Contribution and Exchange. Pursuant to the terms and conditions hereof, on the Closing Date (as defined below):
Contribution and Exchange. Subject to satisfaction of the conditions to consummation of the Exchange set forth in this Agreement, effective at the Exchange Time, each Stockholder shall contribute, assign, transfer, convey and deliver to Holdings all of such Stockholder’s Rollover Shares, free and clear of any and all liens, except as may exist by reason of this Agreement, the Merger Agreement and applicable securities laws, and in exchange, Holdings shall issue to such Stockholder all of such Stockholder’s Exchange Units (such exchange, such Stockholder’s “Exchange”). From and after the Exchange Time, each Stockholder shall have no right, title or interest in or to such Stockholder’s Rollover Shares, which shall be owned and held by Holdings.
Contribution and Exchange. (a) On the terms and conditions set forth herein, Investor agrees to subscribe for, and the Company agrees to issue to Investor, the number of Common Shares and Junior Preferred Shares (collectively, the “Contribution Shares”) set forth under the caption “Contribution Shares” in Schedule 1 in exchange for the Contribution by Investor of the number of Rollover Shares set forth in Schedule 1.
Contribution and Exchange. Section 2.1 Contribution of the Subject Interests 3 Section 2.2 Closing 3 Section 2.3 Deliveries and Actions at Closing 4 Section 2.4 Purchase Price Adjustment 5 Section 2.5 Withholding 7 Section 2.6 Tax Treatment of Contribution 8 ARTICLE III
Contribution and Exchange. Upon the terms and subject to the conditions set forth in this Agreement, on the Step 1 Closing Date, PIMCO will contribute to the Company all of the Virtus Common Stock held by PIMCO in exchange for 770,000 shares of Common Stock, 9,783 shares of Series A Preferred Stock and 35,217 shares of Series B Preferred Stock.
Contribution and Exchange. On the terms and subject to the conditions set forth herein (including the deliveries contemplated by Article IV hereof) and subject to Section 1.3, immediately prior to the Closing, (i) each Rollover Holder shall contribute, assign, transfer, convey and deliver to Parent the Contributed Shares set forth opposite such Rollover Holder’s name on Schedule I hereto, free and clear of any and all Liens (other than Liens under applicable securities laws or the organizational documents of the Company), (ii) Parent shall issue to such Rollover Holder its applicable portion of the Rollover Interests (in exchange for the contribution, assignment, transfer, conveyance and delivery by such Rollover Holder to Parent of the Contributed Shares set forth opposite such Rollover Holder’s name on Schedule I hereto), free and clear of any and all Liens, except as may exist by reason of this Agreement, applicable securities laws and the Partnership Agreement or any Liens created by such Rollover Holder, (iii) Parent shall further contribute, assign, transfer, convey and deliver to Bullseye TopCo, Inc. the Contributed Shares, free and clear of any and all Liens (other than Liens under applicable securities laws), in exchange for a separate, newly issued block of stock in Bullseye TopCo, Inc. and (iv) Bullseye TopCo, Inc. shall further contribute, assign, transfer, convey and deliver to Bullseye Intermediate Holdings LLC, the Contributed Shares, free and clear of any and all Liens (other than Liens under applicable securities laws).
Contribution and Exchange. Upon the terms and subject to the conditions set forth in this Agreement, at the Exchange Time (as defined below):
