Contribution in Kind. The appointment of the Exchange Agent to act as agent for the Merger and to, among other things, act as agent in the name and on behalf of and for the account and benefit of the Company Common Shareholders (other than the holders of Specified Company Shares) for the purpose of giving effect to the Contribution in Kind contemplated by this Section 3.3 and delivering the Per Share Merger Consideration to the Company Common Shareholders (other than the holders of Specified Company Shares) and holders of Company RSUs pursuant to the terms of this Article III shall be approved by the shareholders of the Company at the Company Shareholders Meeting. Parent and the Company shall appoint the Exchange Agent as promptly as practicable after such approval is obtained (but in no event later than the Effective Time). The exchange agent agreement to be entered into with the Exchange Agent, as directed by the terms of the Agreement and authorized by the approval of the shareholders of the Company at the Company Shareholders Meeting, shall authorize the Exchange Agent to act in the name and on behalf of and for the account and benefit of the Company Common Shareholders (other than the holders of Specified Company Shares) and the holders of Company RSUs to (i) contribute Surviving Corporation Shares to Parent and (ii) accept in their name and on their behalf, in return for such contribution, the Merger Consideration. As soon as possible on the Closing Date following the Effective Time, and pursuant to the provisions of the BCC, the Exchange Agent (acting as an exchange agent and solely in the name and on behalf of and for the account and benefit of the Company Common Shareholders (other than the holders of Specified Company Shares) and the holders of Company RSUs), shall contribute solely in the name and on behalf of and for the account and benefit of the Company Common Shareholders (other than the holders of Specified Company Shares) and the holders of Company RSUs), all of the issued and outstanding Surviving Corporation Shares that were issued to the Exchange Agent pursuant to Section 3.1(a) and Section 3.2(b) to Parent as a Contribution in Kind and, in consideration of this Contribution in Kind, Parent shall issue and deliver to the Exchange Agent (solely in the name and on behalf of and for the account and benefit of the Company Common Shareholders (other than the holders of Specified Company Shares) and the holders of Company RSUs), the Merger Consideration (such Pare...
Contribution in Kind. All in-kind contributions must be fully described, including a statement as to the dollar value of such in-kind contribution, for presentation for approval to the Joint Management Team. All proposed in-kind contributions shall be approved by the Joint Management Team, prior to such contribution being made to the Joint Venture.
Contribution in Kind. Each Seller and Amazon shall, as applicable, at its sole cost and expense, take all actions and execute any agreements and documents as are necessary, required or appropriate to ensure the issuance of the Share Consideration to the Designated Sellers as contemplated by this Agreement is effected by a contribution-in-kind of the Danube Shares to Amazon in accordance with applicable Law, including the actions set forth on Section 2.2 of the Amazon Disclosure Letter and executing a Contribution-in-Kind Agreement in substantially the form attached hereto as Exhibit D (each, a “Contribution-in-Kind Agreement”).
Contribution in Kind. Garmin-Cayman, handelnd auf Rechnung der Aktionäre von Garmin-Cayman, verpflichtet sich hiermit, unmittelbar nach Wirksamwerden des Scheme gemäss dessen Bedingungen alle Aktien (common shares) mit einem Nennwert von je USD 0.005 (die "Garmin-Cayman Aktien") mittels Sacheinlage in Garmin-Schweiz einzubringen (die "Sacheinlage"). Garmin-Cayman verpflichtet sich, Garmin-Schweiz als Aktionärin mit Stimmrecht in das Aktienregister einzutragen.
Contribution in Kind
