CONTRIBUTION AND DISTRIBUTION. Section 2.01 Exhibit A Steps; New Debt; Contribution 13
Section 2.02 Transfer of the Xxxxxxx XX Shares and Distribution of the Splitco Shares 14 Section 2.03 Closing 14 Section 2.04 Closing Deliveries by Corning 14 Section 2.05 Closing Deliveries by TDCC 15 Section 2.06 Closing Deliveries by the JV Entity 15
CONTRIBUTION AND DISTRIBUTION. 1.1 Effective DATE, (the “Award Date”) the Corporation awards to EMPLOYEE (the “Participant”) XXX shares of phantom stock (the “Phantom Stock”) valued by dividing $ by the closing price of a share of the Corporation’s common stock (the “Common Stock”) on the Award Date, and subject to a seven-year vesting schedule. The vesting terms are outlined below and the anniversary date is the date corresponding to the Award Date in subsequent years.
1.2 The Phantom Stock will be paid out in cash upon vesting based on the number of shares vesting multiplied by, except as otherwise provided in Section 3 in the event of a Change in Control, the closing market price of a share of Common Stock on the vesting date or if no trade of Common Stock occurred on that date, then on the preceding date on which the markets were open and a trade occurred. The payment will be processed with the regular payroll cycle and paid out on a bi-weekly payroll date within 30 days following the vesting date.
1.3 The Participant shall become fully vested (a) if the Participant dies while he is employed by the Corporation, or (b) if the Participant becomes disabled, which means any physical or mental impairment which qualifies the Participant for disability benefits under the applicable long-term disability plan maintained by the Corporation or, if no such plan applies, which would qualify such Participant for disability benefits under the Federal Social Security System. Upon the termination of the Participant’s service to the Company, for any reason other than death or disability, the Participant shall forfeit the unvested portion of Phantom Stock. Vesting Schedule Vesting Date Vested Percentage Award Date 0 % 1st Anniversary Date 0 % 2nd Anniversary Date 16.667 % 3rd Anniversary Date 33.334 % 4th Anniversary Date 50.001 % 5th Anniversary Date 66.668 % 6th Anniversary Date 83.335 % 7th Anniversary Date 100 %
CONTRIBUTION AND DISTRIBUTION. As provided in the Contribution Agreement, (a) prior to the consummation of the Partnership Merger, and subject to receipt of all necessary consents and approvals, Horizon Partnership and Newco LP shall effect the Partnership Contribution and Horizon shall effect the Corporate Contribution, and (b) prior to the Partnership Merger and after consummation of the Contribution, Horizon Partnership shall declare and make the Partnership Distribution and Horizon shall declare and make the Corporate Distribution.
CONTRIBUTION AND DISTRIBUTION. Contemporaneous with the Oak Ridge Closing:
(a) the Supporting Party shall contribute to the Operating Partnership the amount of $674,841, representing the contribution due in respect of the Oak Ridge Mall pursuant to the Cash Flow Support Agreement, calculated from January 1, 2003 through and including March 31, 2003 in accordance with past practices; and
(b) The Operating Partnership shall make a distribution under the Partnership Agreement to the Supporting Party in the amount of $559,000, representing a distribution in respect of 2,600,000 Partnership Units, calculated from January 1, 2003 through and including March 31, 2003.
CONTRIBUTION AND DISTRIBUTION. Prior to the Closing, the Company shall form two new Delaware limited liability companies (referred to herein as “Xxxxxxxxxx XX Assets LLC” and “PrimaPak LLC”) as wholly-owned subsidiaries of the Company. Prior to the Closing, the Company shall (a) amend and restate the operating agreement for PrimaPak LLC in substantially the form of Annex B (the “A&R Operating Agreement”), (b) cause PrimaPak LLC to execute and deliver, that certain IP License Agreement in substantially the form of Annex C (the “IP License Agreement”), (c) contribute to PrimaPak LLC the Excluded IP Assets, (d) contribute to Xxxxxxxxxx XX Assets LLC (i) 50% of the membership interests of PrimaPak LLC and (ii) the Excluded Other Assets, and (e) make one or more distributions to the Seller which together total all of the membership interests in Xxxxxxxxxx XX Assets LLC (each, a “Distribution”). The contributions referred to in clauses (c) and (d) of the foregoing sentence (collectively, the “Contributions”) shall be sufficient to transfer all of the Company’s right, title and interest in and to the assets being contributed to PrimaPak LLC and Xxxxxxxxxx XX Assets LLC, respectively and, together with the conveyance of the Xxxxxxxxxx XX Assets LLC membership interests to the Seller pursuant to the Distribution(s), shall be accomplished pursuant to agreements and instruments of transfer sufficient to accomplish such transfers (the “Conveyance Documents”). As promptly as practicable after the date hereof, the Company shall provide drafts of the Conveyance Documents to Acquiror and shall consider in good faith any reasonable comments that are made in timely fashion. Immediately prior to the Closing, Acquiror shall, or shall cause the Parent Guarantor to, execute and deliver to the Seller a counterpart to the A&R Operating Agreement and the IP License Agreement.
CONTRIBUTION AND DISTRIBUTION. SECTION 2.01
CONTRIBUTION AND DISTRIBUTION. 7.1 SCU personnel will report to duty during the hours specified by the SCU Commander.
7.2 Each PGE will compensate the SCU personnel detailed from the PGE to the SCU according to the compensation plan of the PGE for which the respective SCU personnel are employed.
7.3 Annually, the SCU Commander shall provide a written evaluation to the PGE from which each of the SCU personnel are detailed concerning the performance of each person detailed to the SCU. This information shall be reflected in the annual evaluation of the individual SCU personnel.
7.4 The Commander of the SCU shall be subject to performance review by the Chairman of the Board. The Chairman of the Board shall annually review the performance of the SCU Commander.
