Common use of Contribution of the Corporation Clause in Contracts

Contribution of the Corporation. In connection with any Exchange between a Member and the Corporation, Pubco shall contribute to the Corporation the shares of Class A Common Stock or Cash Payment that the Member is entitled to receive in such Exchange. Unless the Member has timely delivered a Retraction Notice as provided in Section 2.1(a)(vi), on the Exchange Date (to be effective immediately prior to the close of business on the Exchange Date) (i) Pubco shall make a capital contribution to the Corporation (in the form of the shares of Class A Common Stock or the Cash Payment that the Member is entitled to receive in such Exchange) required under this Section 2.6, (ii) the Corporation shall transfer such shares of Class A Common Stock or Cash Payment to the exchanging Member, and (iii) in the case of an Exchange for Class A Common Stock, the Company shall issue to the Corporation a number of Class A Common Units equal to the Net Exchanged Unit Amount surrendered by the Member.

Appears in 3 contracts

Samples: Exchange Agreement, Exchange Agreement (Carvana Co.), Form of Exchange Agreement (Carvana Co.)

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Contribution of the Corporation. In connection with any Exchange between a the Member and the CorporationCompany, Pubco the Corporation shall contribute to the Corporation Company the shares of Class A Common Stock or Cash Payment that the Member is entitled to receive in such Exchange. Unless the Member has timely delivered a Retraction Notice as provided in Section 2.1(a)(vi), on the Exchange Date (to be effective immediately prior to the close of business on the Exchange Date) (i) Pubco the Corporation shall make a capital contribution to the Corporation Company (in the form of the shares of Class A Common Stock or the Cash Payment that the Member is entitled to receive in such Exchange) required under this Section 2.6, (ii) the Corporation Company shall transfer such shares of Class A Common Stock or Cash Payment to the exchanging Member in redemption of the Member’s Units in the Company, and (iii) in the case of an Exchange for Class A Common Stock, the Company shall issue to the Corporation a number of Class A Common Units equal to the Net Exchanged Unit Amount surrendered by the Member.

Appears in 2 contracts

Samples: Exchange Agreement (Powerschool Holdings, Inc.), Exchange Agreement (Powerschool Holdings, Inc.)

Contribution of the Corporation. In connection with any Exchange between a the Member and the CorporationCompany, Pubco the Corporation shall contribute to the Corporation Company the shares of Class A Common Stock or Cash Payment that the Member is entitled to receive in such Exchange. Unless the Member has timely delivered a Retraction Notice as provided in Section 2.1(a)(vi), on the Exchange Date (to be effective immediately prior to the close of business on the Exchange Date) (i) Pubco the Corporation shall make a capital contribution to the Corporation Company (in the form of the shares of Class A Common Stock or the Cash Payment that the Member is entitled to receive in such Exchange) required under this Section 2.6, (ii) the Corporation Company shall transfer such shares of Class A Common Stock or Cash Payment to the exchanging Member in redemption of such Member’s Units in the Company, and (iii) in the case of an Exchange for Class A Common StockStock and/or the Cash Payment (as applicable), the Company shall issue to the Corporation a number of Class A Common Units equal to the Net Exchanged Unit Amount surrendered by the Member.

Appears in 2 contracts

Samples: Exchange Agreement (Maravai Lifesciences Holdings, Inc.), Exchange Agreement (Maravai Lifesciences Holdings, Inc.)

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Contribution of the Corporation. In connection with any Exchange between a Member and the CorporationCompany, Pubco the Corporation shall contribute to the Corporation Company the shares of Class A Common Stock or Cash Payment that the Member is entitled to receive in such Exchange. Unless the Member has timely delivered a Retraction Notice as provided in Section 2.1(a)(vi), on the Exchange Date (to be effective immediately prior to the close of business on the Exchange Date) (i) Pubco the Corporation shall make a capital contribution to the Corporation Company (in the form of the shares of Class A Common Stock or the Cash Payment that the Member is entitled to receive in such Exchange) required under this Section 2.6, (ii) the Corporation Company shall transfer such shares of Class A Common Stock or Cash Payment to the exchanging Member in redemption of such Member’s Units in the Company, and (iii) in the case of an Exchange for Class A Common Stock, the Company shall issue to the Corporation a number of Class A Common Units equal to the Net Exchanged Unit Amount surrendered by the Member.

Appears in 1 contract

Samples: Exchange Agreement (Allvue Systems Holdings, Inc.)

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