Contributions and Exchanges Sample Clauses

The "Contributions and Exchanges" clause defines the rules and expectations regarding the input, resources, or materials that parties provide to a project or agreement, as well as any exchanges of value or information between them. Typically, this clause outlines what constitutes a contribution, how exchanges are to be made, and may specify ownership, usage rights, or obligations related to these contributions. For example, it might clarify whether intellectual property created by one party is shared or retained, or how financial or in-kind contributions are recognized. The core function of this clause is to ensure transparency and fairness in how contributions are handled, preventing disputes over ownership, credit, or compensation.
Contributions and Exchanges. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Article 11 of the Business Combination Agreement, and provided, that the Business Combination Agreement has not theretofore been terminated pursuant to its terms, on the Closing Date: (i) ▇▇▇▇▇▇▇▇▇ shall contribute the ▇▇▇▇▇▇▇▇▇ Equity Interests in kind to New PubCo, free and clear of all Liens (other than restrictions on transfer under applicable securities Laws and any general restrictions on transfer under the Target Company Governing Documents and any Permitted Liens), and ▇▇▇▇▇▇▇▇▇ shall receive, in consideration for such contribution in kind, New PubCo Common Stock in accordance with Section 3.1 of the Business Combination Agreement; (ii) simultaneously with the ▇▇▇▇▇▇▇▇▇ Contribution and Exchange, TER Trust shall contribute the TER Equity Interests in kind to New PubCo, free and clear of all Liens (other than restrictions on transfer under applicable securities Laws and any general restrictions on transfer under the Target Company Governing Documents and any Permitted Liens), and TER Trust shall receive, in consideration for such contribution in kind, New PubCo Common Stock in accordance with Section 3.1 of the Business Combination Agreement; (iii) simultaneously with the ▇▇▇▇▇▇▇▇▇ Contribution and Exchange and the TER Contribution and Exchange, ZB Partnership shall contribute the ZB Equity Interests in kind to New PubCo, free and clear of all Liens (other than restrictions on transfer under applicable securities Laws and any general restrictions under the Target Company Governing Documents and any Permitted Liens), and ZB Partnership shall receive, in consideration for such contribution in kind, New PubCo Common Stock in accordance with Section 3.1 of the Business Combination Agreement. The time at which the ▇▇▇▇▇▇▇▇▇ Contribution and Exchange, the TER Contribution and Exchange and the ZB Contribution and Exchange are actually consummated in accordance with this Agreement is referred to herein as the “New PubCo Exchange Effective Time”; and (iv) immediately following the New PubCo Exchange Effective Time and prior to the Merger Effective Time, New PubCo shall contribute the Holdings and USV Equity Interests received in the ZB Contribution and Exchange in kind to CCRF, free and clear of all Liens (other than restrictions on transfer under applicable securities Laws, any general restrictions under the Target Company Governing Documents and any Permitted Liens) as a contri...
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Contributions and Exchanges. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing and immediately prior to the GA Effective Time, the GALP Partners, other than GA Inc., shall contribute all of the GALP Interests held by them to SSGLP, free and clear of all Encumbrances (other than Encumbrances that the GALP Interests are subject to under applicable securities Laws) in exchange for the portion of the Closing Date Cash Consideration and the Base Unit Consideration allocated to such GALP Partner on the Consideration Allocation Schedule (collectively, the “GALP Contribution and Exchange”), plus an additional number of SSGLP Units or an additional amount of cash (as determined in the sole discretion of Parent) with a value equal to such GALP Partner’s Allocated Share of the Excess Cash Amount, if any, plus any Additional Consideration allocated to such GALP Partner on the Consideration Allocation Schedules. (b) Upon the terms and subject to the conditions of this Agreement, at the Closing and immediately prior to the GBOS Effective Time, the GBOS Members, other than GBOS Inc., shall contribute all of the GBOS Units held by them to SSGLP, free and clear of all Encumbrances (other than Encumbrances that the GBOS Units are subject to under applicable securities Laws), in exchange for the portion of the Closing Date Cash Consideration and the Base Unit Consideration allocated to such GBOS Member on the Consideration Allocation Schedule (collectively, the “GBOS Contribution and Exchange”, and together with the GALP Contribution and Exchange, the “Contribution and Exchange Transactions” ), plus an additional number of SSGLP Units or an additional amount of cash (as determined in the sole discretion of Parent) with a value equal to such GBOS Member’s Allocated Share of the Excess Cash Amount, if any, plus any Additional Consideration allocated to such GBOS Member on the Consideration Allocation Schedules. (c) For the avoidance of doubt, (1) under no circumstance shall SSGLP be required to issue SSGLP Units in excess of the Base Unit Consideration and (2) if Parent elects to issue SSGLP Units in lieu of paying cash with respect to the Excess Cash Amount payable to the GALP Partners or the GBOS Members, the SSGLP Units shall be valued by dividing the amount of the Excess Cash Amount that Parent elects to pay to the GALP Partners or the GBOS Members in SSGLP Units by the Transaction Parent Stock Price (rounded down to the nearest SSGLP Unit).
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Contributions and Exchanges. On the Closing Date (and after giving effect to the transactions contemplated by the Ghost Beverages Merger Agreement, but prior to the Ghost Lifestyle Merger): (i) Each LGND Sports Seller shall contribute all of the units of LGND Sports held by such LGND Sports Seller in exchange for a number of Class B-1 Units of Ghost Lifestyle, which will be finalized prior to Closing and constitutes the Class B-1 Units of Ghost Lifestyle shown for such LGND Sports Seller on Exhibit C hereto prior to Closing, and after giving effect to such LGND Sports Contribution and Exchange, LGND Sports shall become a direct wholly owned Subsidiary of Ghost Lifestyle; (ii) Following the transactions described in Section 2.01(a)(i), Buyer shall contribute all of the issued and outstanding equity interests in Ghost Beverages that are owned by Buyer in exchange for Class A Units of Ghost Lifestyle representing the Ghost Lifestyle Buyer Exchanged Equity, which constitutes the Class A Units of Ghost Lifestyle shown for Buyer on Exhibit C hereto prior to Closing; and (iii) Contemporaneously with the transactions described in Section 2.01(a)(ii), LGND Beverage shall contribute all of the issued and outstanding equity interests in Ghost Beverages that are owned by LGND Beverage in exchange for Class B-1 Units of Ghost Lifestyle (which Class B-1 Units will then be immediately distributed to holders of LGND Beverage), which constitutes the Class B-1 Units of Ghost Lifestyle shown for LGND Beverage on Exhibit C hereto prior to Closing, and after giving effect to such contribution and exchange and the Buyer Contribution and Exchange, Ghost Beverages shall become a direct wholly owned Subsidiary of Ghost Lifestyle.
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Contributions and Exchanges. (a) The Company hereby irrevocably contributes the First Lien Debt in equal undivided interests to the capital of Sub I-A and Sub I-B, and in exchange therefor Sub I-A shall issue to the Company one hundred (100) newly issued shares of common stock of Sub I-A, par value $0.01 per share (“Sub I-A Shares”), and Sub I-B shall issue to the Company one hundred (100) newly issued shares of common stock of Sub I-B, par value $0.01 per share (“Sub I-B Shares”). (b) Following the contribution and exchange described in Section 1(a) above, Sub I-A and Sub I-B hereby irrevocably contribute the First Lien Debt to the capital of IBP Holdings in exchange for thirty (30) Units (as defined in the Fourth Amended and Restated Operating Agreement of IBP Holdings) of IBP Holdings, whereupon the First Lien Debt will be cancelled.
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Contributions and Exchanges 
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Related to Contributions and Exchanges

  • NOTATIONS AND EXCHANGES If any amendment, supplement or waiver changes the terms of a Note, then the Trustee or the Company may, in its discretion, require the Holder of such Note to deliver such Note to the Trustee so that the Trustee may place an appropriate notation prepared by the Company on such Note and return such Note to such Holder. Alternatively, at its discretion, the Company may, in exchange for such Note, issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, a new Note that reflects the changed terms. The failure to make any appropriate notation or issue a new Note pursuant to this Section 8.05 will not impair or affect the validity of such amendment, supplement or waiver.

  • Transfers and Exchanges The Warrant Agent shall transfer, from time to time, any outstanding Warrants upon the books to be maintained by the Warrant Agent for that purpose, upon surrender thereof for transfer properly endorsed or accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant shall be issued to the transferee and the surrendered Warrant shall be cancelled by the Warrant Agent. Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. Warrants may be exchanged at the option of the holder thereof, when surrendered at the office of the Warrant Agent, for another Warrant, or other Warrants of different denominations of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock.

  • Denominations; Transfers and Exchanges All Notes will be in registered form, without coupons, in principal amounts equal to any Authorized Denominations. Subject to the terms of the Indenture, the Holder of this Note may transfer or exchange this Note by presenting it to the Registrar and delivering any required documentation or other materials.

  • Transfer and Exchange When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.

  • Certain Transfers and Exchanges Notwithstanding any other provision of this Indenture, transfers and exchanges of Securities and beneficial interests in a Global Security shall be made only in accordance with this Section 3.6(b).