Contributions and Exchanges Sample Clauses
The "Contributions and Exchanges" clause defines the rules and expectations regarding the input, resources, or materials that parties provide to a project or agreement, as well as any exchanges of value or information between them. Typically, this clause outlines what constitutes a contribution, how exchanges are to be made, and may specify ownership, usage rights, or obligations related to these contributions. For example, it might clarify whether intellectual property created by one party is shared or retained, or how financial or in-kind contributions are recognized. The core function of this clause is to ensure transparency and fairness in how contributions are handled, preventing disputes over ownership, credit, or compensation.
Contributions and Exchanges. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Article 11 of the Business Combination Agreement, and provided, that the Business Combination Agreement has not theretofore been terminated pursuant to its terms, on the Closing Date:
(i) ▇▇▇▇▇▇▇▇▇ shall contribute the ▇▇▇▇▇▇▇▇▇ Equity Interests in kind to New PubCo, free and clear of all Liens (other than restrictions on transfer under applicable securities Laws and any general restrictions on transfer under the Target Company Governing Documents and any Permitted Liens), and ▇▇▇▇▇▇▇▇▇ shall receive, in consideration for such contribution in kind, New PubCo Common Stock in accordance with Section 3.1 of the Business Combination Agreement;
(ii) simultaneously with the ▇▇▇▇▇▇▇▇▇ Contribution and Exchange, TER Trust shall contribute the TER Equity Interests in kind to New PubCo, free and clear of all Liens (other than restrictions on transfer under applicable securities Laws and any general restrictions on transfer under the Target Company Governing Documents and any Permitted Liens), and TER Trust shall receive, in consideration for such contribution in kind, New PubCo Common Stock in accordance with Section 3.1 of the Business Combination Agreement;
(iii) simultaneously with the ▇▇▇▇▇▇▇▇▇ Contribution and Exchange and the TER Contribution and Exchange, ZB Partnership shall contribute the ZB Equity Interests in kind to New PubCo, free and clear of all Liens (other than restrictions on transfer under applicable securities Laws and any general restrictions under the Target Company Governing Documents and any Permitted Liens), and ZB Partnership shall receive, in consideration for such contribution in kind, New PubCo Common Stock in accordance with Section 3.1 of the Business Combination Agreement. The time at which the ▇▇▇▇▇▇▇▇▇ Contribution and Exchange, the TER Contribution and Exchange and the ZB Contribution and Exchange are actually consummated in accordance with this Agreement is referred to herein as the “New PubCo Exchange Effective Time”; and
(iv) immediately following the New PubCo Exchange Effective Time and prior to the Merger Effective Time, New PubCo shall contribute the Holdings and USV Equity Interests received in the ZB Contribution and Exchange in kind to CCRF, free and clear of all Liens (other than restrictions on transfer under applicable securities Laws, any general restrictions under the Target Company Governing Documents and any Permitted Liens) as a contri...
Contributions and Exchanges. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing and immediately prior to the GA Effective Time, the GALP Partners, other than GA Inc., shall contribute all of the GALP Interests held by them to SSGLP, free and clear of all Encumbrances (other than Encumbrances that the GALP Interests are subject to under applicable securities Laws) in exchange for the portion of the Closing Date Cash Consideration and the Base Unit Consideration allocated to such GALP Partner on the Consideration Allocation Schedule (collectively, the “GALP Contribution and Exchange”), plus an additional number of SSGLP Units or an additional amount of cash (as determined in the sole discretion of Parent) with a value equal to such GALP Partner’s Allocated Share of the Excess Cash Amount, if any, plus any Additional Consideration allocated to such GALP Partner on the Consideration Allocation Schedules.
(b) Upon the terms and subject to the conditions of this Agreement, at the Closing and immediately prior to the GBOS Effective Time, the GBOS Members, other than GBOS Inc., shall contribute all of the GBOS Units held by them to SSGLP, free and clear of all Encumbrances (other than Encumbrances that the GBOS Units are subject to under applicable securities Laws), in exchange for the portion of the Closing Date Cash Consideration and the Base Unit Consideration allocated to such GBOS Member on the Consideration Allocation Schedule (collectively, the “GBOS Contribution and Exchange”, and together with the GALP Contribution and Exchange, the “Contribution and Exchange Transactions” ), plus an additional number of SSGLP Units or an additional amount of cash (as determined in the sole discretion of Parent) with a value equal to such GBOS Member’s Allocated Share of the Excess Cash Amount, if any, plus any Additional Consideration allocated to such GBOS Member on the Consideration Allocation Schedules.
(c) For the avoidance of doubt, (1) under no circumstance shall SSGLP be required to issue SSGLP Units in excess of the Base Unit Consideration and (2) if Parent elects to issue SSGLP Units in lieu of paying cash with respect to the Excess Cash Amount payable to the GALP Partners or the GBOS Members, the SSGLP Units shall be valued by dividing the amount of the Excess Cash Amount that Parent elects to pay to the GALP Partners or the GBOS Members in SSGLP Units by the Transaction Parent Stock Price (rounded down to the nearest SSGLP Unit).
Contributions and Exchanges. On the Closing Date (and after giving effect to the transactions contemplated by the Ghost Beverages Merger Agreement, but prior to the Ghost Lifestyle Merger):
(i) Each LGND Sports Seller shall contribute all of the units of LGND Sports held by such LGND Sports Seller in exchange for a number of Class B-1 Units of Ghost Lifestyle, which will be finalized prior to Closing and constitutes the Class B-1 Units of Ghost Lifestyle shown for such LGND Sports Seller on Exhibit C hereto prior to Closing, and after giving effect to such LGND Sports Contribution and Exchange, LGND Sports shall become a direct wholly owned Subsidiary of Ghost Lifestyle;
(ii) Following the transactions described in Section 2.01(a)(i), Buyer shall contribute all of the issued and outstanding equity interests in Ghost Beverages that are owned by Buyer in exchange for Class A Units of Ghost Lifestyle representing the Ghost Lifestyle Buyer Exchanged Equity, which constitutes the Class A Units of Ghost Lifestyle shown for Buyer on Exhibit C hereto prior to Closing; and
(iii) Contemporaneously with the transactions described in Section 2.01(a)(ii), LGND Beverage shall contribute all of the issued and outstanding equity interests in Ghost Beverages that are owned by LGND Beverage in exchange for Class B-1 Units of Ghost Lifestyle (which Class B-1 Units will then be immediately distributed to holders of LGND Beverage), which constitutes the Class B-1 Units of Ghost Lifestyle shown for LGND Beverage on Exhibit C hereto prior to Closing, and after giving effect to such contribution and exchange and the Buyer Contribution and Exchange, Ghost Beverages shall become a direct wholly owned Subsidiary of Ghost Lifestyle.
Contributions and Exchanges. (a) The Company hereby irrevocably contributes the First Lien Debt in equal undivided interests to the capital of Sub I-A and Sub I-B, and in exchange therefor Sub I-A shall issue to the Company one hundred (100) newly issued shares of common stock of Sub I-A, par value $0.01 per share (“Sub I-A Shares”), and Sub I-B shall issue to the Company one hundred (100) newly issued shares of common stock of Sub I-B, par value $0.01 per share (“Sub I-B Shares”).
(b) Following the contribution and exchange described in Section 1(a) above, Sub I-A and Sub I-B hereby irrevocably contribute the First Lien Debt to the capital of IBP Holdings in exchange for thirty (30) Units (as defined in the Fourth Amended and Restated Operating Agreement of IBP Holdings) of IBP Holdings, whereupon the First Lien Debt will be cancelled.
Contributions and Exchanges