Contribution and Exchange Agreements definition

Contribution and Exchange Agreements means the Contribution and Exchange Agreements, by and among the Company and certain of the Pre-IPO Holders.
Sample 1Sample 2Sample 3
Contribution and Exchange Agreements shall have the meaning given in the Recitals hereto.
Sample 1Sample 2Sample 3
Contribution and Exchange Agreements means those certain Contribution and Exchange Agreements, by and between the Parent and each of Warburg, Xxxxxx Ventures, L.P. and GE Investment Private Placement Partners II and Xxxxx Xxxxxxx, substantially in the form attached hereto as Exhibits B-1 and B-2. Table of Contents
Sample 1

Examples of Contribution and Exchange Agreements in a sentence

  • MA section 18(a) states that:If ART or the Partnership shall default in any of its obligations under this Agreement, any Contribution and Exchange Agreement or the Stratford Square Purchase Agreement, and the default continues beyond the notice and cure period set forth herein, the Partnership shall be deemed to have defaulted under all the Contribution and Exchange Agreements and the Stratford Square Purchase Agreement.

  • The Contribution and Exchange Agreements will terminate upon the first to occur of the consummation of the Merger, the date and time that the Merger Agreement is terminated in accordance with its terms and the date and time that the Board or the Special Committee make an Adverse Recommendation Change in accordance with the Merger Agreement.

  • Notwithstanding anything to the contrary contained in the Contribution and Exchange Agreements, the provisions of this Agreement shall survive until such time as any applicable statute of limitation for any such Claims have expired.

  • This Agreement, the Member Contribution and Exchange Agreements, employment agreements with the Company or one of its Affiliates, any Side Letters and the Certificate of Formation replace and supersede all prior agreements by and among the Members with respect to the subject matter contained herein and therein.

  • Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.Item 4 above summarizes certain provisions of the Merger Agreement and the Contribution and Exchange Agreements and is incorporated herein by reference.

  • Item 4 above summarizes certain provisions of the Merger Agreement and the Contribution and Exchange Agreements and is incorporated herein by reference.

  • Each Officer of the Company is hereby authorized to execute and deliver any documents on behalf of the Company in connection with the Initial Public Offering and any associated restructuring of Xxxxx Group and its Affiliates, including the Member Contribution and Exchange Agreements and the Xxxxx Group Contribution and Exchange Agreement, and any actions previously taken with respect thereto are hereby authorized and approved.

  • This Agreement shall be independent of, and in addition to, the provisions relating to indemnification contained in the Contribution and Exchange Agreements.

  • One was a Master Agreement (“MA”), which generally served as the overarching backbone of the deal.2 In addition, three Contribution and Exchange Agreements (“C&E Agreements”), each governing the sale of one or more apartment complexes located in a particular geographic region, set forth the “nuts and bolts” of the deal.3Through these agreements, the parties organized the transaction so that an intermediate entity, ART Midwest L.P.4 (the “Partnership”), would be the nominal buyer of all properties.

  • A copy of each of the Merger Agreement and the Contribution and Exchange Agreements is attached as an exhibit to this Schedule 13D and each is incorporated herein by reference.

Related to Contribution and Exchange Agreements

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • Voting and Exchange Trust Agreement means an agreement to be made among RTO Acquiror, Canco and the Trustee (as defined in the Exchangeable Share Provisions) in connection with this Plan of Arrangement substantially in the form of Schedule J to the Arrangement Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

  • Exchange Agreement has the meaning set forth in the Recitals.

  • Contribution Agreements has the meaning set forth in the Recitals.

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • Public-private partnership agreement means an agreement

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Distribution Agreements means (i) any and all agreements entered into by a Credit Party, pursuant to which such Credit Party has sold, leased, licensed or assigned distribution rights or other exploitation rights to any Item of Product to an un-Affiliated Person, and (ii) any and all agreements hereafter entered into by a Credit Party pursuant to which such Credit Party sells, leases, licenses or assigns distribution rights or other exploitation rights to an Item of Product to an un-Affiliated Person.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Stock Purchase Agreements the meaning set forth in the recitals to this Agreement.

  • Exchange Administration Agreement means the exchange administration agreement dated as of the Closing Date between Freddie Mac and the Exchange Administrator.

  • Transfer Agreements As defined in the Mortgage Loan Sale Agreement. Transferor: Each seller of Mortgage Loans to the Seller pursuant to the Transfer Agreements.

  • Like-Kind Exchange means a section 1031 exchange that is subject to 26 U.S.C. sec. 1031.

  • Separation and Distribution Agreement has the meaning set forth in the Recitals.

  • Investment Agreements or “Flow-Through Agreements” means written agreements pursuant to which the Partnership will subscribe for Flow-Through Shares (including Flow-Through Shares issued as part of a unit) or agreements by the Partnership to otherwise invest in or purchase securities of a Resource Issuer, and in respect of Flow-Through Shares comprised of units, the Resource Issuer will covenant and agree:

  • Transaction Agreement has the meaning set forth in the recitals.

  • Exchange Agent Agreement has the meaning set forth in Section 2.5(a).

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Reconstitution Agreements The agreement or agreements entered into by the Seller and the Purchaser and/or certain third parties on the Reconstitution Date or Dates with respect to any or all of the Mortgage Loans sold hereunder, in connection with a Whole Loan Transfer, Agency Transfer or a Securitization Transaction pursuant to Section 13, including, but not limited to, a seller's warranties and servicing agreement with respect to a Whole Loan Transfer, and a pooling and servicing agreement and/or seller/servicer agreements and related custodial/trust agreement and documents with respect to a Securitization Transaction.

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. Immediate-need Reliability Project: “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

  • Master Funding Agreement means the Master Funding Agreement entered into by the Company and the Secretary of State on 31st October 2013;

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • Holdings LLC Agreement means the Amended and Restated Limited Liability Company Agreement of Holdings dated as of the Closing Date.