Share Contribution. In connection with the Transaction, each Partyshall (i) contribute or cause to be contributed to Holdco the Rollover Shares held by him, her or it, or their respective Affiliates, in exchange for equity interests of Holdco, or (ii) have the Rollover Shares held by him, her or it or their respective Affiliates cancelled by surrender in connection with the Transaction, subject to the execution of the Merger Agreement and the satisfaction or waiver of the various conditions for closing the Transaction to be set forth in the Merger Agreement.
Share Contribution. In connection with the Transaction and subject to the signing of, and satisfaction or waiver of the conditions set forth in, the Documentation and a shareholders’ agreement among the Parties and Holdco and its subsidiaries that shall become effective upon the Closing (the “Shareholders’ Agreement”), each Party shall at the Closing contribute, or cause to be contributed, to Holdco the number of Company Ordinary Shares and the number of other Securities of the Company (whether held by it or its Affiliates) as set forth in columns (2) and (4) of Schedule A corresponding to its name (the “Rollover Shares”). Any remaining Company Ordinary Shares and other Securities of the Company (whether held by such Party or its Affiliates) as set forth in columns (3) and (5) of Schedule A shall not be contributed to Holdco.
Share Contribution. In connection with the Transaction, each Consortium Member shall (i) contribute or cause to be contributed to Holdco all Securities held by it/him/her or its/his/her Affiliates, or (ii) have the Securities held by it/him/her or its/his/her Affiliates cancelled in connection with the Transaction, in each case except as otherwise agreed to by all of the Consortium Members in writing.
Share Contribution. Parent shall, as promptly as practicable following the Effective Time, but in no event later than five days following the Effective Time, transfer its shares of New York State Electric & Gas Corporation to the Surviving Corporation so that New York State Electric & Gas Corporation shall become a direct wholly owned subsidiary of the Surviving Corporation; PROVIDED, HOWEVER, that Parent shall not effect any such transfer if, in the reasonable good faith judgment of Parent after consultation with the Company, such transfer or intended transfer would result in any material impediment or delay in obtaining any Company Required Statutory Approval or Parent Required Statutory Approval or would otherwise materially impede or delay the consummation of the Merger. Whether or not Parent effects such transfer, Xx. Xxxxxxxx shall serve as Chairman of the Board and Chief Executive Officer of New York State Electric & Gas Corporation following the Effective Time.
Share Contribution. The Share Contribution shall have been made on terms and conditions acceptable to Administrative Agent; and
Share Contribution. 1.1 Exchange of Company Ordinary Shares 5 1.2 Consideration 5 1.3 Transfer of Company Ordinary Shares and Other Undertakings 7 1.4 Orca Options 8 1.5 Company Shareholder Consent 9 1.6 Termination of Certain Agreements 10 1.7 Release of Funds from Trust Account 10 1.8 Appointment of Transfer Agent 10 ARTICLE II
Share Contribution. In connection with the Transaction, each of Founder and the Sponsor shall (i) contribute or cause to be contributed to Holdco the Rollover Shares held by him or it, or their respective Affiliates, in exchange for equity interests of Holdco, or (ii) have the Rollover Shares held by him or it or their respective Affiliates cancelled by surrender in connection with the Transaction, subject to the execution of the Merger Agreement and the satisfaction or waiver of the various conditions for closing the Transaction to be set forth in the Merger Agreement.
Share Contribution. Parent, the Company and the Sponsor have a common interest in entering into and consummating, in each case, prior to or concurrently with the Closing, (a) the Subscription Agreements and/or (b) a financing in connection with the transactions contemplated by the Merger Agreement, including, without limitation, committed equity investments (including any private investments in public equity), convertible debt, debt financing, non-redemption arrangements and/or backstop arrangements (any such financing transaction, a “Financing Transaction”). In furtherance thereof, the Sponsor agrees to contribute up to certain Parent Class A Ordinary Shares, together with all Parent Common Shares issued upon conversion thereof, including any securities paid as dividends or distributions with respect to or into which such shares are exchanged or converted (the “Contribution Shares”) to secure one or more Financing Transactions. Any Contribution Shares not used to secure Financing Transactions shall be retained by the Sponsor.
Share Contribution. Prior to the Closing, Xxxxxxx shall consummate the Share Contribution in accordance with this Agreement and the Company Governing Documents.
Share Contribution. The Share Contribution shall have been consummated, and Xxxxxxx shall have provided SPAC with evidence reasonably acceptable to SPAC of the consummation of the Share Contribution.
