Contribution and Subscription. (a) Subject to the terms and conditions hereof and the provisions of the Partnership Agreement, Subscriber shall contribute, sell, assign and transfer all of its Membership Interests to the Company in consideration for the issuance by the Company to Subscriber of that number of Units equal to (x) Subscriber’s Sale Percentage (as defined below) in the Property Owner multiplied by (y) the Property Owner Valuation (as defined below) divided by (z) the per share closing price of the REIT’s common stock as of the date prior to the date of the “Closing” (defined below). “
Contribution and Subscription. Effective immediately prior to the Merger Closing and subject to and conditioned upon the satisfaction of the conditions set forth in Section 1.3, (x) each Holder agrees to and hereby does contribute, assign, transfer and deliver to Parent, and Xxxxxx agrees to and hereby does acquire, assume and accept from each Holder, all of such Xxxxxx’s right, title and interest in, to and under the number of Rollover Shares as set forth on such Xxxxxx’s signature page hereto and (y) in consideration for such contribution and concurrently therewith, Parent shall and does issue to such Holder (or, if agreed in writing by such Holder and Parent, an Affiliate of such Holder), and such Holder shall, automatically and with no further action thereby, subscribe for, acquire and accept, that number of Parent Shares equal to 100 times the number of Xxxxxx’s Rollover Shares so contributed hereunder (such contribution and subscription, the “Rollover Closing”). Each Holder hereby acknowledges and agrees that (i) delivery of the Parent Shares pursuant to and in accordance with the foregoing sentence shall constitute complete satisfaction of all obligations towards or sums due to such Holder by Xxxxxx and Merger Sub in respect of the Rollover Shares held by such Holder and cancelled at the Merger Closing as contemplated by the Merger Agreement, and (ii) such Holder shall have no right to the Offer Price pursuant to the Offer, the Merger or otherwise in respect of the Rollover Shares of such Holder.
Contribution and Subscription. The Contribution and Subscription shall have been consummated prior to the Effective Time.
Contribution and Subscription. Closing; Closing Date
Contribution and Subscription. On the terms and subject to the conditions set forth in this Agreement, the Contributor hereby agrees to contribute, transfer, assign and deliver to the Company, and the Company hereby accepts the contribution, transfer and assignment from the Contributor, the TFF Assets described below in exchange for the Company’s issuance of the Shares to the Contributor.
Contribution and Subscription. Pursuant to the terms and subject to the conditions set forth in this Agreement, the Stockholder hereby contributes $60,000 to the Company in exchange for 240,000 shares of Common Stock and the related Warrants. All payments being made by wire transfer shall be made to the order of BBJ Environmental Technologies, Inc. and shall be wired to the Company’s bank account as follows: For BBJ Environmental Technologies, Inc. For further credit of BBJ Environmental Solutions, Inc. Account Number: ABA Routing Number: SWIFT Code: AmSouth Bank - Dolphin Village Branch #171 Attn: Xxxxx Xxxxx 0000 Xxxx Xxxx. Xx. Xxxx Xxxxx, FL 33706 Phone: 000-000-0000 Fax: 000-000-0000
Contribution and Subscription. On the terms hereof, Contributor has contributed to FEA the Contributed Sum in exchange for the Membership Interests and FEA desires to accept such contribution and issue the Membership Interests (the "Subscription").
Contribution and Subscription. Upon the terms and subject to the conditions set forth herein and immediately prior to the Effective Time, the Rollover Stockholder shall effect the Contribution in exchange for the Holdco Shares. The Rollover Stockholder agrees to subscribe for, and Holdco agrees to issue to the Rollover Stockholder, the Holdco Shares in exchange for the Contribution. Holdco agrees to issue the Holdco Shares to the Rollover Stockholder simultaneously with the Contribution.
Contribution and Subscription. Upon the terms and subject to the conditions set forth herein and immediately prior to the effective time of the Contribution Closing, the Rollover Stockholder shall effect the Contribution in exchange for the Rollover Shares. The Rollover Stockholder agrees to subscribe for, and SharedLabs agrees to issue to the Rollover Stockholder, the Rollover Shares in exchange for the Contribution. SharedLabs agrees to issue the Rollover Shares to the Rollover Stockholder simultaneously with the Contribution and treat the Contribution and issuance of the Rollover Shares as an exchange transaction subject to Section 351 of the Code, including without limitation by including the statement required under Section 1.351-3(b) of the Treasury Regulations in its 2017 federal income tax return.
Contribution and Subscription. The Contributor hereby agrees, subject to the terms and conditions hereof, to contribute to the Operating Partnership the Common Shares shown on Appendix A in exchange for which the Contributor hereby subscribes for and agrees to receive (i) at the Closing, the number of OP Units equal to the amount of the Merger Consideration otherwise payable to the Contributor in respect of such Contributor’s Common Shares at the Closing divided by $17.01 and (ii) on each date (each a “Distribution Date”) that some or all of the Merger Consideration is payable to Holding Company shareholders under the Merger Agreement (including out of any of the separate funds established thereunder), the number of OP Units equal to the amount of the Merger Consideration otherwise payable to the Contributor in respect of such Contributor’s Common Shares on such Distribution Date divided by $17.01. At the Closing, the Contributor shall become a limited partner in the Operating Partnership and shall be bound by the terms and provisions of the Partnership Agreement and shall take all actions and execute all documents to effectuate the foregoing. By executing this Agreement, the Contributor hereby consents to and votes in favor of the Merger and the other transactions contemplated by the Merger Agreement.
