Cash Reduction; Contribution Sample Clauses

Cash Reduction; Contribution. (i) Without limiting the requirements of Section 2.8 but subject to Section 2.15, prior to the Distribution Time, Houston may, and may cause the members of the Houston Group and the Seattle Group to, take such actions as Houston deems advisable to minimize or reduce the amount of cash and cash equivalents remaining in any accounts held by or in the name of a member of the Seattle Group as of the Distribution Time; provided, however, that Houston shall cause the aggregate amount of cash and cash equivalents in accounts held by or in the name of a member of the Seattle Group as of the Effective Time (other than Specified Cash) to be no less than the amount set forth on Schedule 3.1(c)(i) (the “Minimum Cash Amount”); provided further, however, that any such cash or cash equivalents that constitute restricted cash as determined in accordance with GAAP shall be valued at 70% of the amount of such restricted cash for purposes of calculating the Minimum Cash Amount hereunder. (ii) Prior to the Distribution, in consideration of the transfer of the Seattle Assets contemplated by the Reorganization, (A) Seattle shall issue to Houston additional shares of Seattle Common Stock such that the number of shares of Seattle Common Stock then outstanding shall be equal to the number of shares of Seattle Common Stock necessary to effect the Distribution and (B) Seattle shall pay to Houston cash in an aggregate amount equal to $2,500,000,000.00, subject to reduction in accordance with Section 3.1(c) of the Merger Agreement (the “Seattle Payment”), in immediately available funds to one or more accounts designated by Houston.
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Cash Reduction; Contribution. (i) Without limiting the requirements of Section 2.6, prior to the Distribution Time, the Company may, and may cause the members of the Company Group and the SpinCo Group to, take such actions as the Company deems advisable to minimize or reduce the amount of cash and cash equivalents remaining in any accounts held by or in the name of a member of the SpinCo Group as of the Distribution Time (the “Available Cash” ). Notwithstanding anything to the contrary, the Available Cash shall not be less than $3,000,000 (the “Minimum Cash Amount”) as of immediately prior to the Distribution Time. (ii) Prior to the Distribution, in partial consideration for the transfer of the SpinCo Assets to SpinCo in the Contribution, (A) SpinCo shall issue to the Company additional shares of SpinCo Common Stock such that the number of shares of SpinCo Common Stock outstanding as of immediately prior to the Distribution Time shall be equal to the number of shares of SpinCo Common Stock necessary to effect the Distribution, (B) SpinCo (or an Affiliate thereof identified by the Company) shall transfer to the Company cash in an aggregate amount equal to the Basis Amount plus the Estimated Net Working Capital Adjustment (the “SpinCo Payment”), in immediately available funds to one or more accounts designated by the Company, and (C) SpinCo shall issue to the Company the SpinCo Exchange Debt in an amount equal to the Above Basis Amount in accordance with Sections 7.6(k) and (l) of the Merger Agreement. (iii) Prior to the Contribution, the Company shall deliver to SpinCo a duly executed IRS Form W-9.
Sample 1
Cash Reduction; Contribution. (i) Without limiting the requirements of Section 2.8, prior to the Distribution Time, Houston may, and may cause the members of the Houston Group and the Xxxxxxx Group to, take such actions as Houston deems advisable to minimize or reduce the amount of cash and cash equivalents remaining in any accounts held by or in the name of a member of the Xxxxxxx Group as of the Distribution Time. (ii) Prior to the Distribution, in consideration of the transfer of the Xxxxxxx Assets contemplated by the Reorganization, (A) Xxxxxxx shall (1) issue to Houston additional shares of Xxxxxxx Common Stock such that the number of shares Xxxxxxx Common Stock then outstanding shall be equal to the number of shares of Xxxxxxx Common Stock necessary to effect the Distribution, (2) distribute to Houston securities representing the Xxxxxxx Debt and (B) Xxxxxxx shall distribute to Houston cash in an aggregate amount equal to the Basis Amount (the “Xxxxxxx Payment”), in immediately available funds to one or more accounts designated by Houston.
Sample 1

Related to Cash Reduction; Contribution

  • Maximum Contribution The total amount you may contribute to an IRA for any taxable year cannot exceed the lesser of 100 percent of your compensation or $6,000 for 2019 and 2020, with possible cost- of-living adjustments each year thereafter. If you also maintain a Xxxx XXX (i.e., an IRA subject to the limits of Internal Revenue Code Section (IRC Sec.) 408A), the maximum contribution to your Traditional IRAs is reduced by any contributions you make to your Xxxx IRAs. Your total annual contribution to all Traditional IRAs and Xxxx IRAs cannot exceed the lesser of the dollar amounts described above or 100 percent of your compensation.

  • Pension Contributions While on leave pursuant to Section B. of this Article, an employee may make contributions to the appropriate State pension system and will receive service credit for the time the employee is on unpaid leave.

  • Contribution Allocation The Advisory Committee will allocate deferral contributions, matching contributions, qualified nonelective contributions and nonelective contributions in accordance with Section 14.06 and the elections under this Adoption Agreement Section 3.04. PART I. [OPTIONS (a) THROUGH (d)].

  • Catch-Up Contributions In the case of a Traditional IRA Owner who is age 50 or older by the close of the taxable year, the annual cash contribution limit is increased by $1,000 for any taxable year beginning in 2006 and years thereafter.

  • Excess Contributions An excess contribution is any amount that is contributed to your IRA that exceeds the amount that you are eligible to contribute. If the excess is not corrected timely, an additional penalty tax of six percent will be imposed upon the excess amount. The procedure for correcting an excess is determined by the timeliness of the correction as identified below.

  • Contribution Payment To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, the Company, in lieu of indemnifying Indemnitee, shall, to the extent permitted by law, contribute to the amount of any and all Indemnifiable Liabilities incurred or paid by Indemnitee for which such indemnification is not permitted. The amount the Company contributes shall be in such proportion as is appropriate to reflect the relative fault of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault (collectively, including the Company, the "Third Parties"), on the other hand.

  • Payment of Contributions The College and eligible academic staff members of the plan shall each contribute one-half of the contributions to the Academic and Administrative Pension Plan.

  • Employer Contribution (a) An Employer contribution for health and dental benefits will only be made for each active employee who has at least eighty (80) paid regular hours in a month and who is eligible for medical insurance coverage, unless otherwise required by law. (b) It is understood that the administrative intent of this Article is that the Employer contribution is made for individuals who are participants in the medical insurance coverages. Participation will mean that eligible less-than-full-time employees who drop out of coverage will be considered to participate. Additionally, employees who elect to opt out of coverage for a cash incentive will be considered to participate.

  • Allocation of Contributions You may place your contributions in one fund or in any combination of funds, although your employer may place restrictions on investment in certain funds.

  • Retirement Contribution 1. The State shall, as permitted by 5 M.R.S.A. §17702 §§s5 and 6, pay its cost of the 6.5% or 7.5% retirement contribution for employees in the bargaining unit who are covered under special Law Enforcement retirement plans. 2. The State shall, as permitted by 5 M.R.S.A. §17702 §§s5 and 6, pay the cost of the 6.5% or 7.5% retirement contribution for employees in the following classifications.

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