Contribution of the Shares. Upon the terms of this Agreement and effective as of the Effective Time, Transferor hereby transfers, assigns and delivers to Transferee, as a contribution to the capital of Transferee, all of Transferor’s right, title and interest in and to the Shares without consideration therefor. The transfer, assignment and delivery of the Shares pursuant to this Agreement shall be reflected in the books and records of Transferee as of the Effective Time.
Contribution of the Shares. On the terms and subject to the conditions contained in this Agreement, Holdings agrees to contribute and deliver, or cause to be contributed and delivered to the Company on the Closing Date, and the Company hereby agrees to accept, the number of Shares set forth on Exhibit A, in exchange for the number of New Shares set forth on Exhibit B. -4- 5 (b) Delivery of Shares. At the Closing, Holdings shall deliver to the Company the stock certificate or certificates representing the Shares, duly endorsed in blank or accompanied by duly executed instrument of transfer, or registered in the name of the Company and the Company shall deliver to Holdings a stock certificate or certificates representing the New Shares, duly endorsed in blank or accompanied by duly executed instrument of transfer, or registered in the name of Holdings. (c) Closing Date. The closing of the contribution of the Shares in exchange for the New Shares (the "Closing") shall take place at 9:00 a.m. local time on August 18, 1995 (the "Closing Date") at the offices of Milbank, Tweed, Hadley & McCloy, or at such other place and time as the Company and Holdings may agree in writing. (d) Agreed Upon Value of the Shares. The parties agree that for purposes of this Agreement the value of the Shares, corresponding to the value of the New Shares, is $1,422 per Share (the "Per Share Agreed Upon Value"), and $100,000 per New Share (the "Per New Share Agreed Upon Value"). (e) Contribution. Immediately following receipt of the Shares, the Company shall contribute the Shares to EH&F.
Contribution of the Shares. Subject to the conditions set forth herein, Rollover Stockholder shall contribute, assign, transfer and deliver to Parent the Shares held by him or her in theamount set forth opposite the name of Rollover Stockholder on Schedule A hereto, free and clear of any Encumbrance. The contribution of such Shares to Parent is intended by Rollover Stockholder to be treated as a tax-free contribution under section 721 of the Code.
Contribution of the Shares