Consideration for the Contribution. 7.1 Subject to the satisfaction of all the Conditions Precedent set forth in Article 9 below, the Contribution is made by the Contributing Company and accepted by the Beneficiary Company, in consideration for the issuance, through a share capital increase (the "Capital Increase"), by the Beneficiary Company to the Contributing Company of 139,612,447 new ordinary shares (the "New Shares"), with a par value of €0.18 each (i.e., a total nominal amount of €25,130,240.46), corresponding to an exchange ratio (the "Exchange Ratio") of 0.461 New Share for 1 Contributed Share. The Exchange Ratio was determined consistently with the valuations used for Essilor and Luxottica, which are based on the multi-criteria method described in Schedule 7 hereto.
Consideration for the Contribution. Immediately following the consummation of the transactions contemplated by the Exchange Agreement and prior to the consummation of the Contribution, Sabine will be a single member limited liability company that is wholly owned by Earthstone. In consideration for the Contribution, (x) Earthstone shall issue the Earthstone Contribution Shares to Flatonia in accordance with Section 3.2, and (y) Sabine shall assume the Assumed Sabine Obligations. The parties intend for the transfer of the Assets by Flatonia to Sabine to be a transfer to Earthstone for U.S. federal income tax purposes (and for purposes of any state or local taxes that follow the federal treatment), in light of the treatment of Sabine as disregarded as an entity separate from Earthstone under Treasury Regulations Section 301.7701-3(b).
Consideration for the Contribution. As consideration for the contribution described in Section 1.1 above, concurrently with the contribution to the Company of the Assets and the T&B Claim, the Company will issue to Xxxxxxxxx 170,000.739 shares of Series A Preferred Stock, constituting 100% of the outstanding shares of Series A Preferred Stock as of the Effective Date. The Parties intend that the contribution of the Assets and T&B Claim in consideration of the issuance of the Series A Preferred Stock be a tax free contribution of capital under Section 351 of the Code.
Consideration for the Contribution. Subject to the satisfaction of the Conditions Precedent, the Contribution is made by Pixium and accepted by Second Sight in consideration for the issuance by Second Sight for the benefit of Pixium, of 34,876,043 shares of common stock of Second Sight (hereafter the « New Shares »). The issuance price of the New Shares to be issued by Second Sight in consideration for the Contribution has been calculated by Pixium and Second Sight on the following basis1: - on the one hand, the fair market value of Second Sight on the date hereof, that is [●]; and - on the other hand, the fair market value of the assets and liabilities making up the Activity valued at a global amount of [●]. As at the Completion Date, the New Shares shall be issued by Second Sight, fully subscribed and fully paid and governed by the provisions of the articles of association of Second Sight. They shall be dividend-paying shares which shall be distributed after their creation and shall be free of all securities, restrictions or third-party rights. Second Sight’s board of directors has received an opinion from its financial advisor to the effect that, as of the date of such opinion and based on and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as set forth therein, the Contribution is fair, from a financial point of view, to Second Sight.
Consideration for the Contribution
