CONTRIBUTION OF COMPANY SHARES Sample Clauses

CONTRIBUTION OF COMPANY SHARES. 1.1. Upon the terms and subject to the conditions set forth herein and immediately prior to the Effective Time, the Rollover Investor hereby agrees to contribute, transfer and assign to the Partnership all of his right, title and interest in and to the Company Shares as set forth on Annex A (the “Contributed Securities”, and the aggregate value thereof based upon the per share Merger Consideration, the “Contribution Amount”) in exchange for the Partnership’s issuance to the Rollover Investor, of that number of Class A Units determined by dividing the Contribution Amount by the per unit Class A Unit Value. For purposes of this Agreement, “
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CONTRIBUTION OF COMPANY SHARES. 1.1. Upon the terms and subject to the conditions set forth herein, the Rollover Investor hereby agrees to (i) within thirty (30) days of the Effective Time, contribute the Cash Contribution to the Partnership and (ii) immediately prior to the Effective Time, contribute, transfer and assign to the Partnership all of his right, title and interest in and to the Company Shares as set forth on Annex A (the “Contributed Securities”) in exchange for the Partnership’s issuance to the Rollover Investor, of that number of Class A Units determined by dividing the Contribution Amount (as defined on Annex A) by the Class A Unit Value. For purposes of this Agreement, “
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CONTRIBUTION OF COMPANY SHARES. 1.1. Upon the terms and subject to the conditions set forth herein and immediately prior to the Effective Time, the Rollover Investor hereby agrees to contribute, transfer and assign to Parent all of the Rollover Investor’s right, title and interest in and to the Company Shares as set forth on Annex A (the “Contributed Shares”) and the aggregate value thereof based upon the Merger Consideration, the “Share Contribution Amount”) in exchange for Parent’s issuance to the Rollover Investor, of that number of shares of Parent Common Stock (the “Parent Shares”) determined by dividing the Share Contribution Amount by the Parent Common Stock Per Share Value. For purposes of this Agreement, “
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CONTRIBUTION OF COMPANY SHARES. Subject to the terms and conditions hereof, VCV will contribute, transfer, assign, convey and deliver to Holdings all of its right, title and interest in and to the VCV Company Shares, and VEFV will contribute, transfer, assign, convey and deliver to Holdings all of its right, title and interest in and to the VEFV Company Shares, free and clear of all encumbrances (other than those imposed by pursuant to the Securities Act (defined below), as amended, and the applicable rules and regulations thereunder, and any successor to such statute, rules or regulations; or pursuant to any applicable state “blue sky” laws), which Holdings and the Purchasers agree are valued at $57.50 per Company Share, for an aggregate contribution value of $68,912,542.50, in exchange for an aggregate of 6,891,254 shares of Class A-1 Common Stock (valued at $10.00 per share of Class A-1 Common Stock (the “Per Share Purchase Price”) (6,845,858 of which are to be issued to VCV and 45,396 of which are to be issued to VEFV).
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CONTRIBUTION OF COMPANY SHARES. Upon the terms and subject to the terms and conditions set forth in this Agreement, immediately following the Share Acquisition, Seller shall contribute (the “Share Contribution”) to Dutch Holdco all of the issued and outstanding Company Shares (other than the Purchased Shares), free and clear of all Liens (other than as set forth in the organizational documents of the Company and pursuant to applicable securities laws generally) and together with all rights attaching to them at the Closing (including the right to receive all distributions, returns of capital and dividends declared, paid or made in respect of such shares after the Closing), in exchange for a number of Dutch Holdco Common Shares equal to (x) the Company Enterprise Value less the Cash Consideration divided by (y) $10.00 (such Dutch Holdco Common Shares, the “Share Consideration”).
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CONTRIBUTION OF COMPANY SHARES. 1.1. Upon the terms and subject to the conditions set forth herein and immediately prior to the Effective Time, each Rollover Investor hereby agrees to contribute, transfer and assign to the Partnership all of such Rollover Investor’s right, title and interest in and to the Company Shares as set forth on Annex A (as applicable to each Rollover Investor, the “Contributed Securities”, and the aggregate value thereof based upon the per share Merger Consideration, as applicable to each Rollover Investor, the “Contribution Amount”) in exchange for the Partnership’s issuance to each Rollover Investor, of that number of Class A Units determined by dividing the Contribution Amount by the per unit Class A Unit Value. For purposes of this Agreement, “
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CONTRIBUTION OF COMPANY SHARES. On the terms and subject to the conditions that are set forth in this Agreement, on the Closing Date (as hereinafter defined), each Stockholder shall contribute, convey, assign, transfer and deliver to CUI all of the shares of Common Stock of the Company owned of record and beneficially by such Stockholder (his or her "Company Shares"), free and clear of all liens, 2 claims, encumbrances, pledges, options, security interests and any other adverse interests of any kind or nature whatsoever, in exchange for the Acquisition Consideration (as defined in Section 1.2 below).
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CONTRIBUTION OF COMPANY SHARES. At the Closing, each Company Shareholder shall contribute or cause to be contributed to Parent certificates (each, a “Certificate”) representing all of the Contributed Shares owned by such Company Shareholder as set forth on Exhibit A. Such Certificates shall be duly endorsed in blank for transfer or shall be presented with stock powers duly executed in blank, with such other documents as may be reasonably required by Parent to effect a valid transfer of such Company Shares by such Company Shareholder, free and clear of any and all Security Interests. At Closing, as consideration for the Contributed Shares, Parent shall issue to each Company Shareholder such Company Shareholder’s Pro Rata Portion of the Parent Shares, to which the parties assign an aggregate value of $12,500,000.
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CONTRIBUTION OF COMPANY SHARES 
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Related to CONTRIBUTION OF COMPANY SHARES

  • Purchase or Sale of Partnership Interests The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests or Derivative Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

  • Purchase of Company Shares Acquisition Sub shall have accepted for payment and paid for all of the Company Shares validly tendered and not withdrawn pursuant to the Offer.

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Reorganization of Company; Special Distributions If the Company is a party to a transaction subject to Section 5.01 (other than a sale of all or substantially all of the assets of the Company in a transaction in which the holders of Common Stock immediately prior to such transaction do not receive securities, cash or other assets of the Company or any other person) or a merger or binding share exchange which reclassifies or changes the outstanding Common Stock of the Company, the person obligated to deliver securities, cash or other assets upon conversion of Securities shall enter into a supplemental indenture. If the issuer of securities deliverable upon conversion of Securities is an Affiliate of the successor Company, that issuer shall join in the supplemental indenture. The supplemental indenture shall provide that the Holder of a Security may convert it into the kind and amount of securities, cash or other assets which such Holder would have received immediately after the consolidation, merger, binding share exchange or transfer if such Holder had converted the Security immediately before the effective date of the transaction, assuming (to the extent applicable) that such Holder (i) was not a constituent person or an Affiliate of a constituent person to such transaction; (ii) made no election with respect thereto; and (iii) was treated alike with the plurality of non-electing Holders. The supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Article 11. The successor Company shall mail to Securityholders a notice briefly describing the supplemental indenture. If this Section applies, neither Section 11.06 nor 11.07 applies. If the Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities or any rights, warrants or options to purchase securities of the Company that, but for the provisions of Section 11.08(c), would otherwise result in an adjustment in the Conversion Rate pursuant to the provisions of Section 11.08, then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of a Security that converts such Security in accordance with the provisions of this Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Security is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Security immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

  • Purchase and Sale of Company Shares Sale of Company Shares

  • Consolidation, Merger, Sale or Purchase of Assets, etc The Credit Parties will not, nor will they permit any Subsidiary to,

  • Conversion of Company Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

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