Contribution to Parent Sample Clauses

Contribution to Parent. The New Sponsor shall, at the Closing, contribute an amount of cash in United States dollars to Parent in such amount as set forth in Schedule B hereto.
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Contribution to Parent. Promptly following receipt by Holdings of the Rollover Shares from the Rollover Investors, and prior to the Closing (as defined in the Merger Agreement), Holdings will contribute to Parent all of the Rollover Shares and an amount in cash equal to the Fenway Contribution (less a de minimis amount to be retained by Holdings to pay fees and expenses).
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Contribution to Parent. (i) As of immediately prior to the Closing, Saw Mill hereby contributes (the "Saw Mill Contribution") to the capital of Parent, and Parent hereby accepts as a contribution, a combination, as determined by Saw Mill, of (a) cash (the "Saw Mill Contributed Cash") and (b) shares of Calendar Common Stock (the "Saw Mill Contributed Calendar Common Shares") having an aggregate value (based on the per share Merger Consideration) together with the Saw Mill Contributed Cash of $35,099,900. In exchange for the Saw Mill Contribution, Parent hereby issues to Saw Mill 10,028,542.86 shares of Parent Common Stock.
Sample 1
Contribution to Parent. (a) As of immediately prior to the Closing, Cornerstone shall contribute (the "CEI Contribution") to the capital of Parent, and Parent hereby accepts as a contribution, cash in the amount of $33,900,000. In exchange for the CEI Contribution, Parent shall issue to Cornerstone shares of Parent Common Stock with a value of $8,475,000 immediately following the consummation of the Merger and shares of Parent Series A Preferred Stock with a value of $25,425,000 immediately following the consummation of the Merger; provided, that the CEI Contribution to Parent shall be reduced (and no consent of any Shareholder shall be required under this Agreement), with a proportionate reduction (75% of such reduction shall be allocated to the Parent Series A Preferred Stock and 25% of such reduction shall be allocated to the value of the Parent Common Stock) in the shares of Parent Common Stock and Parent Series A Preferred Stock to be received in exchange for such reduced CEI Contribution, to the extent that any other holder of Company Common Stock agrees (on term and condition satisfactory to Cornerstone and Parent) prior to consummation of the Merger, to contribute its shares of Company Common Stock to Parent in exchange for Parent Common Stock, Parent Series A Preferred Stock and/or Parent Series B Preferred Stock. Notwithstanding anything contained herein to the contrary, in the event that the cash proceeds of the equity and other debt financings (including the maximum amount of subordinated debt financing required to be provided by Cornerstone or its affiliates under the Sub Debt Commitment Letter) are not sufficient to consummate the Merger, to pay all fees and expenses incurred in connection with the Merger and to provide for the ongoing working capital needs of the Surviving Corporation immediately following the consummation of the Merger, and Parent and/or Merger Sub have received cash proceeds pursuant to, and in accordance with, the Senior Commitment Letter (as defined in the Merger Agreement), CEI agrees (and no consent of any Shareholder shall be required under this Agreement) to increase its CEI Contribution to Parent in an amount up to $2,000,000 (the "Additional CEI Contribution"), and in exchange, shall receive a proportionate increase (75% of such increase shall be allocated to the Parent Series A Preferred Stock and 25% of such increase shall be allocated to the value of the Parent Common Stock) in the shares of Parent Common Stock and Parent Series A Pref...
Sample 1

Related to Contribution to Parent

  • Member and Capital Contribution The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein. The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

  • Initial Capital Contribution and Ownership The Trust Beneficial Owner has paid or has caused to be paid to, or to an account at the direction of, the Trustee, on the date hereof, the sum of $15 (or, in the case of Notes issued with original issue discount, such amount multiplied by the issue price of the Notes). The Trustee hereby acknowledges receipt in trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing contribution, which shall be used along with the proceeds from the sale of the series of Notes to purchase the Funding Agreement. Upon the creation of the Trust and the registration of the Trust Beneficial Interest in the Securities Register (as defined in the Trust Agreement) by the Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole beneficial owner of the Trust.

  • Initial Contribution The capital contributions to be made by the Member and with which the Company shall begin business are as follows: Member Name Contribution Membership Interest Century Land Holdings, LLC $ 1,000.00 100 %

  • Tax Partnership It is the intention of the Members that the Company be classified as a partnership for U.S. federal income tax purposes. Unless otherwise approved by each Member, neither the Company nor any Member shall make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state Law or to be classified as other than a partnership pursuant to Treasury Regulation Section 301.7701-3.

  • Initial Capital Contribution On March 7, 2007, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

  • Initial Contributions In connection with the formation of the Partnership under the Delaware Act, the General Partner made an initial Capital Contribution to the Partnership in the amount of $10.10 for an interest in the Partnership and was admitted as the general partner of the Partnership, and the Initial Limited Partner made an initial Capital Contribution to the Partnership in the amount of $989.90 for an interest in the Partnership and was admitted as a limited partner of the Partnership.

  • Initial Capital Contributions (a) The Partners have made, on or prior to the date hereof, Capital Contributions and, in exchange, the Partnership has issued to the Partners the number of Class A Units as specified in the books and records of the Partnership.

  • COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER The Fund will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to paragraphs (a), (b), and (c) of Section 1, a fee, based on the Fund’s Average Net Assets, computed and paid monthly at the annual rates set forth on Schedule B attached to this Contract, as from time to time amended. The Fund’s “

  • Form of Contribution The contribution of a member to the Company must be in cash or property, provided that if there is more than one member, all member(s) must consent in writing to contributions of property. To the extent there is more than one member, additional contributions in the same proportion shall be made by each member, except as may be approved by all member(s). A capital account shall be maintained for each member, to which contributions and profits shall be credited and against which distributions and losses shall be charged. At any time that there is more than one member, capital accounts shall be maintained in accordance with the tax accounting principles prescribed by the Treasury Regulations promulgated under Code Section 704 (the "Allocation Regulations"), so that the tax allocations provided in this Agreement shall, to the extent possible, have "substantial economic effect" within the meaning of the Allocation Regulations, or, if such allocations cannot have substantial economic effect, so that they may be deemed to be "in accordance with the member(s') interests in the Company" within the meaning of the Allocation Regulations.

  • Catch-Up Contributions Unless otherwise elected in Section 2.4 of this amendment, all employees who are eligible to make elective deferrals under this plan and who have attained age 50 before the close of the plan year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the plan implementing the required limitations of Sections 402(g) and 415 of the Code. The plan shall not be treated as failing to satisfy the provisions of the plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such catch-up contributions.

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