Contribution Exchange Clause Samples

Contribution Exchange. ▇. ▇▇▇▇▇▇ hereby contributes all of his 763 of his ERA Shares to the Company, and, in exchange, the Company hereby issues and delivers to ▇▇▇▇▇▇ 1,447,793 shares of the Class A Common Shares, free and clear of all liens or encumbrances. ▇▇▇▇▇▇ 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. ▇. ▇▇▇▇▇▇ hereby contributes all of his 237 of his ERA Shares to the Company, and, in exchange, the Company hereby issues and delivers to ▇▇▇▇▇▇ 449,708 shares of the Class A Common Shares, free and clear of all liens or encumbrances. ▇▇▇▇▇▇ hereby agrees not to exercise any of his Stock Options 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. Notwithstanding the foregoing, nothing in this Agreement shall prohibit ▇▇▇▇▇▇ from exercising any Stock Options so long as any such exercise does not reduce the value (that is, the difference between the Per Share Merger Consideration (as defined in Section 1.10(b) of the Merger Agreement) and the per share exercise price of the Stock Options) of his unexercised and expiring Stock Options below $675,000.
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Contribution Exchange. ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ or the Company, other than the delivery by ▇▇▇▇▇▇ of a stock certificate evidencing the ERA Shares to the Company. Contemporaneously with ▇▇▇▇▇▇'▇ 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 ▇▇▇▇▇▇, free and clear of all liens or encumbrances, without further action on the part of ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ 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.
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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.‌
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Contribution Exchange. ▇. ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ or the Company, other than the delivery by ▇▇▇▇▇▇ of a stock certificate evidencing the ERA Shares to the Company. Contemporaneously with ▇▇▇▇▇▇'▇ 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 ▇▇▇▇▇▇, free and clear of all liens or encumbrances, without further action on the part of ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ 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. ▇. ▇▇▇▇▇▇ hereby agrees that contemporaneously with the consummation of the Transactions, all 237 of his ERA Shares shall be contributed by him to the Company without further action on the part of ▇▇▇▇▇▇ or the Company, other than the delivery by ▇▇▇▇▇▇ of a stock certificate evidencing his ERA Shares to the Company. Contemporaneously with ▇▇▇▇▇▇'▇ contribution of his ERA Shares to the Company, the Company hereby agrees to issue 449,708 shares of the Class A Common Shares to ▇▇▇▇▇▇, free and clear of all liens or encumbrances, without further action on the part of ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ hereby agrees not to exercise any of his Stock Options 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. Notwithstanding the foregoing, nothing in this Agreement shall prohibit ▇▇▇▇▇▇ from exercising any Stock Options so long as any such exercise does not reduce the value (that is, the difference between the Per Share Merger Consideration (as defined in Section 1.10(b) of the Merger Agreement) and the per share exercise p...
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Contribution Exchange 
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Related to Contribution Exchange

  • Contribution Payment To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, the Company, in lieu of indemnifying Indemnitee, shall, to the extent permitted by law, contribute to the amount of any and all Indemnifiable Liabilities incurred or paid by Indemnitee for which such indemnification is not permitted. The amount the Company contributes shall be in such proportion as is appropriate to reflect the relative fault of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault (collectively, including the Company, the "Third Parties"), on the other hand.

  • Initial Contribution The member agrees to make an initial contribution to the Company of $____________.

  • Distribution of Financial Contribution The financial contribution of the Funding Authority to the Project shall be distributed by the Coordinator according to: - the Consortium Plan - the approval of reports by the Funding Authority, and - the provisions of payment in Section 7.3. A Party shall be funded only for its tasks carried out in accordance with the Consortium Plan.

  • Allocation of Contributions You may place your contributions in one fund or in any combination of funds, although your employer may place restrictions on investment in certain funds.

  • Investment of Contributions At the direction of the Designated Beneficiary (or the direction of the Depositor or the Responsible Individual, whichever applies) the Custodian shall invest all contributions to the account and earnings thereon in investments acceptable to the Custodian, which may include marketable securities traded on a recognized exchange or "over the counter" (excluding any securities issued by the Custodian), covered call options, certificates of deposit, and other investments to which the Custodian consents, in such amounts as are specifically selected and specified in orders to the Custodian in such form as may be acceptable to the Custodian, without any duty to diversify and without regard to whether such property is authorized by the laws of any jurisdiction as a custodial account investment. The Custodian shall be responsible for the execution of such orders and for maintaining adequate records thereof. However, if any such orders are not received as required, or, if received, are unclear in the opinion of the Custodian, all or a portion of the contribution may be held uninvested without liability for loss of income or appreciation, and without liability for interest pending receipt of such orders or clarification, or the contribution may be returned. The Custodian may, but need not, establish programs under which cash deposits in excess of a minimum set by it will be periodically and automatically invested in interest-bearing investment funds. The Custodian shall have no duty other than to follow the written investment directions of the Designated Beneficiary (or the Depositor or Responsible Individual), and shall be under no duty to question said instructions and shall not be liable for any investment losses sustained by the Designated Beneficiary.