Contribution Agent definition

Contribution Agent is defined in Section 1.1(a) of this Agreement.
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Contribution Agent. 1.5(d)(i)(A)
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Contribution Agent has the meaning set forth in Section 1.1(i).
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Examples of Contribution Agent in a sentence

  • From and after the Effective Time, the Contribution Agent shall act as a fiduciary of the former holders of Company Capital Stock for purposes of, among other things, ensuring for the benefit of such former holders the consummation of the Parent Capital Increase.

  • The Contribution Agent Agreement shall provide that, as soon as practicable after the Parent Share Issuance, the Contribution Agent shall deposit with the Depositary, for the benefit of the holders of shares of Company Capital Stock, the Parent Ordinary Shares underlying the Merger Aggregate Stock Consideration (the “Parent Ordinary Share Deposit”).

  • The Contribution Agreement shall provide that, as soon as practicable after, but in any event no later than on the third Business Day after, the Effective Time, (i) the Contribution Agent shall execute a subscription certificate (Zeichnungsschein) with the contents and in the form stipulated by Section 185(1) AktG and the Contribution Agent Agreement and (ii) Parent and Contribution Agent shall execute the Contribution Agreement ((i) and (ii) collectively, the “Contribution”).

  • Upon the Parent Capital Increase Registration, the Parent Ordinary Shares underlying the Merger Aggregate Stock Consideration shall be issued to the Contribution Agent by operation of law (the “Parent Share Issuance”).

  • Parent and Merger Sub shall be responsible for the fees and expenses of (i) the Escrow Agent relating to the Escrow Agreement, (ii) the Exchange Agent and (iii) the Contribution Agent.

  • In the Contribution Agreement (inter alia), the Contribution Agent shall take on the obligation to the holders of Company Common Stock to execute a subscription certificate (Zeichnungsschein) following the Effective Time pursuant to Section 2.2.

  • At the Effective Time, Parent’s obligation to effect the Share Exchange shall become unconditional, subject only to the completion of the contribution-in-kind by the Contribution Agent described in this Section 2.2.

  • As required by Law, certain of such obligations of Parent shall be incorporated in agreements in connection with the contribution-in-kind to Parent, which agreements shall be entered into by Parent, the Company and the Contribution Agent in the context of the Share Exchange pursuant to Section 202 et seq.

  • The Contribution Agent Agreement shall, among other things, provide for (A) the Contribution Agent Registration as set forth in Section 1.5(e) below and (B) the obligations of the Contribution Agent towards the holders of Company Capital Stock to effect (1) the Contribution pursuant to Section 1.5(f) below and (2) the Parent Ordinary Share Deposit pursuant to Section 1.5(i)(i) below.

  • The Contribution Agent will at first hold the Surviving Corporation Shares as trustee for the holders of the former Zoosk Shares as issued and outstanding as of the Merger Effective Date (such holders the „Zoosk Subscribers”).


More Definitions of Contribution Agent

Contribution Agent. 1.5(d)(i)(A) “Contribution Agent Agreement” 1.5(d)(i)(A) “Contribution Agent Registration” 1.5(e) “Contribution Auditor” 1.5(a) “Contribution In Kind” 1.5(a) “Debt Commitment Letter” Recitals “Debt Financing” 3.21(a) “Dispute Period” 8.5(b) “Disputed Item” 1.7(c)
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Related to Contribution Agent

  • Distribution Agent shall refer to the Trustee acting in its capacity as distribution agent pursuant to Section 5.05 herein."

  • Liquidation Agent has the meaning set forth in Section 9.03.

  • Determination Agent means Calculation Agent Services LLC and any successor or replacement thereto or any other entity appointed as determination agent in accordance with the terms of the Determination Agency Agreement.

  • Funding Agent or "agents" means an investment firm, trust bank, or other financial

  • Contribution Date has the meaning set forth in Section 4.3 hereof.

  • Collection Agent means at any time the Person then authorized pursuant to Section 6.01 to service, administer and collect Transferred Receivables.

  • Certificate Paying Agent means any paying agent or co-paying agent appointed pursuant to Section 3.10 and shall initially be Wilmington Trust Company.

  • Non-Lead Certificate Administrator means the “certificate administrator” under any Non-Lead Securitization Servicing Agreement.

  • Co-Syndication Agent means each of Bank of America, N.A., Branch Banking and Trust Company and Xxxxx Fargo Bank, N.A. in its capacity as syndication agent for the credit facility evidenced by this Agreement.

  • Contribution Amounts the aggregate amount of capital contributions applied by the Borrower to permit the Incurrence of Contribution Indebtedness pursuant to Subsection 8.1(b)(xi).

  • Initial Capital Contribution has the meaning set forth in Section 4.1.

  • Contribution Amount has the meaning given in subsection 444-90(1A) in Schedule 1 of the Australian Taxation Administration Act 1953 (Cth).

  • Rollover Contribution Account means the separate Account maintained for a Member to record such Member's share of the Trust Fund attributable to any Rollover Contribution made to the Plan on his behalf.

  • Documentation Agent as defined in the preamble hereto.

  • Syndication Agent as defined in the preamble hereto.

  • Independent Fund Trustee means a trustee of the Trust who is not an “interested person” as that term is defined in Section 2(a)(19) of the 1940 Act.

  • Initial Capital Contributions has the meaning set forth in Section 3.01.

  • FTPS Unit Servicing Agent means FTP Services LLC or any successor FTPS Unit servicing agent appointed as hereinafter provided."

  • Certificate Administrator means the certificate administrator appointed as provided in the Lead Securitization Servicing Agreement.

  • Defined Contribution Dollar Limitation means, for any Limitation Year, $46,000, as adjusted for increases in the cost-of-living under Code section 415(d). If a short Limitation Year is created because of a Plan amendment changing the Limitation Year to a different 12-consecutive month period, the Defined Contribution Dollar Limitation for the short Limitation Year will not exceed the amount determined in the preceding sentence multiplied by a fraction, the numerator of which is the number of months in the short Limitation Year and the denominator of which is 12.

  • Delayed contribution payment means an amount paid by an employee for purchase of current service. The amount shall be determined using the same formula in KRS 61.5525, and the payment shall not be picked up by the employer. A delayed contribution payment shall be deposited to the member's account and considered as accumulated contributions of the individual member. In determining payments under this subsection, the formula found in this subsection shall prevail over the one found in KRS 212.434;

  • Contribution Account means an account, or accounts, into which the Accountholder and employer contributions are deposited by the TPA, and from which HSA dollars are swept into the Cash Account.

  • In-kind contribution means a contribution of goods or services received by a candidate committee, joint candidates committee, political committee, continuing political committee, political party committee, or legislative leadership committee, which contribution is paid for by a person or entity other than the recipient committee, but does not include services provided without compensation by an individual volunteering a part of or all of his or her time on behalf of a candidate or committee.

  • Contribution Rate means, in a reserve study as described in RCW 64.38.065, the amount contributed to the reserve account so that the association will have cash reserves to pay major maintenance, repair, or replacement costs without the need of a special assessment.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Fund/SERV Eligible Unit Servicing Agent means FTP Services LLC or any successor Fund/SERV Eligible Unit servicing agent appointed as hereinafter provided."