Equity Rollover Sample Clauses

Equity Rollover. At the Closing, each of the Parties agree to contribute all of their shares in the Company owned by it in exchange for TopCo Ordinary Shares (as defined in the BCA) in accordance with the BCA, including, but not limited to, Sections 2.1 and 6.27 of the BCA. In furtherance, but not in limitation of the foregoing, each of the Parties shall contribute each Share owned by it to TopCo at the Closing in exchange for the corresponding TopCo Ordinary Shares pursuant to and in accordance with Section 2.1 of the BCA and such TopCo Ordinary Shares shall be subject to 180 day lock-up following the Closing on terms to be mutually agreed by the parties hereto prior to the Closing. Except as expressly contemplated by the BCA or this Agreement, none of the Parties shall transfer, assign, sell or Encumber any of their shares in the Company other than to wholly-owned Affiliates that agree in writing to be bound by the terms of this Agreement. The Parties agree that the exchange of shares in the Company for TopCo Ordinary Shares shall be carried out in the terms set out in Clause 2.1.(c) of the Business Combination Agreement.
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Equity Rollover. (i) Any options (whether vested or unvested) held by Executive in Penn-America prior to the Effective Date ("Old Options") shall be cancelled as of the Effective Date and Executive shall be issued and fully vested in an aggregate number of options in UNGL Shares with the same aggregate value as the Old Options, as determined in accordance with the Merger Agreement. Executive may exercise the options to be granted under this Section 1.04.7 (i) at any time after the Closing. Executive shall be solely responsible for any taxes payable by reason of such issuance and/or exercise. Executive may, prior to the Closing and consistent with the Company's policies and applicable securities regulations, exercise any vested Old Options and/or sell securities issued thereunder prior to the Closing. (ii) Any vested, and unvested restricted, shares held by Executive in Penn-America prior to the Effective Date ("Old Shares") shall be converted as of the Effective Date into vested UNGL Shares and the fixed cash payment in accordance with the Merger Agreement. The shares shall be subject to the Stock Ownership Guidelines.
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Equity Rollover. Prior to the Closing, at Buyer’s request, Seller and Buyer agree to use commercially reasonable efforts to cooperate to enter into arrangements for the distribution of all or part of the Shares indirectly held by the management employees of the Company or any of its Subsidiaries who agree to exchange such Shares for direct or indirect interests in Buyer in lieu of receiving their pro rata portion of the cash consideration pursuant to this Agreement (such employees, the “Rollover Members” and such distribution and exchange, the “Rollover”); provided that nothing in this Section 4.16 shall require Seller to incur any additional costs or liabilities (other than reasonable and de minimis advisor costs) or to agree to or to accept any risk of adverse consequences, including any economic or legal risks or any risk that the transactions contemplated by this Agreement will be delayed. Without limiting Seller’s right to require any other reasonable conditions, it shall be a condition to any Rollover that each Rollover Member make arrangements reasonably satisfactory to Seller to bear any portion of the Escrow Amount and other Seller expenses hereunder to the extent that such portion of the Escrow Amount and expenses would have been borne, directly or indirectly, by such Rollover Member had the Rollover not occurred. For avoidance of doubt, Seller makes no representation or covenant to Buyer or to any other Person as to the tax treatment of the Rollover.
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Equity Rollover. (a) The Rollover Agreement provides that: (a) prior to the Effective Time on the Closing Date, each Rollover Participant will, on the terms and subject to the conditions of the Rollover Agreement, contribute to GT Topco (i) such Rollover Participant’s Common Rollover Shares and./or Company Series A Rollover Shares, as applicable, that otherwise would be converted in the Merger into the right to receive the Per Share Common Merger Consideration or the Per Share Series A Merger Consideration, as applicable, pursuant to this Agreement and/or (ii) such Rollover Participant’s cash, and (b) in exchange therefor, GT Topco will, on and subject to the terms of the Rollover Agreement, issue to such Rollover Participant those certain equity interests of GT Topco calculated in accordance with the Rollover Agreement. The transaction referred to in the foregoing sentences is referred to herein as the “Rollover Transaction.” The parties agree that the Rollover Transaction is intended to constitute a transaction described in Code Section 721. As a material inducement to the Company to consent to the Rollover Transaction, notwithstanding anything herein to the contrary, the parties each acknowledge and agree that effective as of the Effective Time, none of the Rollover Shares shall be converted into the right to receive the Per Share Common Merger Consideration or the Per Share Series A Merger Consideration that otherwise would have been payable with respect to such Rollover Shares pursuant to this Agreement. Subject to compliance with the covenants in the foregoing sentence, the Company hereby consents to the Rollover Transaction for all purposes and hereby waives any restrictions on transfer, rights-of-first refusal, participation rights and other rights in connection with the Rollover Transaction, whether arising under any Contract, any Company Charter Document (defined below) or otherwise. If a Rollover Participant is an employee of the Company or any of its Subsidiaries (a “Management Rollover Participant”) and the source of such Management’s Rollover Participant’s cash to be used in the Rollover Transaction is Option Consideration or any other amount payable by the Company to such Management Rollover Participant pursuant to the terms of this Agreement (“Management Rollover Cash”), then the amount of Management Rollover Cash remaining available to participate in the Rollover Transaction shall be net of any applicable withholding taxes. (b) From the date of this Agreem...
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Equity Rollover. Effective as of the Effective Date, Executive will exchange 732,859 shares of Company common stock previously issued to him and the currently held options to acquire shares of Company common stock (“Old Options”) that are identified on Exhibit D, all on the terms and subject to the conditions of a Rollover Option Agreement substantially in the form attached hereto as Exhibit E-1, the Notice of Restricted Stock Rollover Agreement substantially in the form attached hereto as Exhibit E-2, and the Stock Rollover Agreement substantially in the form attached hereto as Exhibit E-3. The total value (based on, with respect to shares of Company common stock, the Cash Consideration (as defined under the Merger Agreement), and with respect to the Old Options, the excess of the Cash Consideration over the per share exercise price) by of all of the foregoing will not exceed $10 million.
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Equity Rollover. Party A intends to roll over the equity of Party B directly held by Party A into equity in Party D to be held by Party F and Party C (hereinafter referred to as “Equity Rollover”). The Equity Rollover shall be implemented as follows: Party A, through Party F and Party C, subscribes for the additional shares issued by Party D at certain share price (hereinafter referred to as “share subscription price”); Party D pays Party E the share subscription price received by Party D in the form of capitalization (capital increase or loan); and Party E purchases the Target Equity of Party B held by Party A at the consideration of the share subscription price received by Party E.
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Equity Rollover. (a) As of the date of this Agreement, the Holder hereby converts, rollsover and exchanges into equity securities of the Company as described below (the “Rollover Securities”) the amount equal to the (i) unpaid accrued interest on the Notes and (ii) any original issue discount (“OID”) on the Notes (the “Rollover Amount”). (b) The Rollover Securities shall consist of (i) prefunded common stock warrants with a per share exercise price of $0.001 per share (the “Prefunded Warrants”) and (ii) non-prefunded warrants (the “Non-Prefunded Warrants”) with a per share exercise price equal to $1.967. As of the date and time of this Agreement, the Nasdaq Minimum Price (as defined in the applicable Nasdaq listing rules) for the Company’s common stock is $1.966. (c) The number of Prefunded Warrants shall be determined by dividing the Rollover Amount by $1.967. The number of Non-Prefunded Warrants shall be equal to the number of Prefunded Warrants (i.e. 100% warrant coverage). The Non-Prefunded Warrants shall have a price adjustment provision which will adjust the exercise price downward in the event that the Company issues equity securities in the future at an effective per share price below the then current exercise price. In order to assure compliance with applicable Nasdaq rules, the Non-Prefunded Warrants shall not be exercisable for six months following the date of issue. (d) Such exchange, conversion, or rollover is conditioned upon such exchange, conversion, or rollover being in full compliance with all applicable listing rules of the Nasdaq Stock Market (including stockholder approval requirements).
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Equity Rollover. Each Rollover Participant may continue his or her investment in the Company by continuing to hold Rollover Units held by such Rollover Participant immediately
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Equity Rollover. Party C agrees to subscribe for 1,455,549 shares of Series B preferred shares additionally issued by Party D at a total purchase price of US$2,035,667.
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Related to Equity Rollover

  • Rollover □ Rollover of a withdrawal from another Traditional IRA or of an eligible rollover distribution from an employer qualified plan, 403(b) arrangement or eligible 457 plan. Check enclosed in the amount of $ . [If this rollover contribution constitutes all or part of either a withdrawal from another Traditional IRA or an eligible rollover distribution from an employer qualified plan or 403(b) arrangement, and if it includes any after-tax (or nondeductible) contributions to such other Traditional IRA or employer qualified plan or 403(b) arrangement, indicate the amount of after-tax contributions included in this rollover contribution: $ .]

  • Rollover Contributions A rollover is a tax-free distribution of cash or other assets from one retirement program to another. There are two kinds of rollover contributions to an IRA. Xx one, you contribute amounts distributed to you from one IRA xx another IRA. Xxth the other, you contribute amounts distributed to you from your employer's qualified plan or 403(b) plan to an IRA. X rollover is an allowable IRA xxxtribution which is not subject to the limits on regular contributions discussed in Part D above. However, you may not deduct a rollover contribution to your IRA xx your tax return. If you receive a distribution from the qualified plan of your employer or former employer, the distribution must be an "eligible rollover distribution" in order for you to be able to roll all or part of the distribution over to your IRA. Xxe portion you contribute to your IRA xxxl not be taxable to you until you withdraw it from the IRA. Xxur employer or former employer will give you the opportunity to roll over the distribution directly from the plan to the IRA. Xx you elect, instead, to receive the distribution, you must deposit it into the IRA xxxhin 60 days after you receive it. An "eligible rollover distribution" is any distribution from a qualified plan that would be taxable other than (1) a distribution that is one of a series of periodic payments for an employee's life or over a period of 10 years or more, (2) a required distribution after you attain age 70 1/2 and (3) certain corrective distributions. If the entire amount in your IRA xxx been contributed in a tax-free rollover from your employer's or former employer's qualified plan or 403(b) plan, you may later roll over the IRA xx a new employer's plan if such plan permits rollovers. Your IRA xxxld then serve as a conduit for those assets. However, you may later roll those IRA xxxds into a new employer's plan only if you make no further contributions to that IRA, xx commingle the IRA xxxlover funds with existing IRA xxxets.

  • Equity Contributions Make, or permit any Significant Subsidiary to make, any equity contributions to any Unregulated Subsidiary; provided, however, that this Section 5.03(h) shall not restrict or otherwise apply to (i) any such equity contributions that are required by Applicable Law or court order or (ii) any intercompany advances made to any Unregulated Subsidiary (including, without limitation, pursuant to the Unregulated Money Pool Agreement) that are recharacterized by a court or other Governmental Authority as equity contributions.

  • Direct Rollover A direct rollover is a payment by the Plan to the eligible retirement plan specified by the distributee.

  • Rollovers Generally, a rollover is a movement of cash or assets from one retirement plan to another. Both the distribution and the rollover contribution are reportable when you file your income taxes, however, if you roll over the entire amount of an IRA or retirement plan distribution (including any amount withheld for federal, state, or other income taxes that you did not receive), you generally do not have to report the distribution as taxable income. If you are required to take minimum distributions because you are age 70½ or older, you may not roll over any required minimum distributions. You must irrevocably elect to treat such contributions as rollovers. Traditional IRA-to-Traditional IRA Rollover. You may withdraw, tax free, all or a portion of your Traditional IRA if you contribute the amount withdrawn into the same or another Traditional IRA as a rollover. When completing a rollover from a Traditional IRA to a Traditional IRA, you must generally complete the rollover transaction within 60 days from the date you receive the distribution from the distributing Traditional IRA. Only one IRA distribution within any 12-month period may be rolled over in an IRA-to-IRA rollover transaction. The 12-month waiting period begins on the date you receive an IRA distribution that you subsequently roll over, not the date you complete the rollover transaction. Traditional IRA-to-SIMPLE IRA Rollover. An amount distributed from your Traditional IRA may be rolled over to your SIMPLE IRA only after at least two years have elapsed from the date on which you first participated in any SIMPLE IRA Plan maintained by the employer. When completing a rollover from a Traditional IRA to a SIMPLE IRA, you must generally complete the rollover transaction within 60 days from the date you receive the distribution from your Traditional IRA. Only one IRA distribution within any 12-month period may be rolled over in an IRA-to-IRA rollover transaction. The 12-month waiting period begins on the date you receive an IRA distribution that you subsequently roll over, not the date you complete the rollover transaction. Traditional IRA-to-Employer Retirement Plan Rollover. If your employer’s retirement plan accepts rollovers from IRAs, you may complete a direct or indirect rollover of your pre-tax assets in your Traditional IRA into your employer retirement plan. If you take constructive receipt of a distribution from your Traditional IRA to complete a rollover to an employer plan (i.e., an indirect rollover), you must generally complete the rollover transaction within 60 days from the date you receive the distribution. SIMPLE IRA-to-Traditional IRA Rollover. To complete a rollover of a SIMPLE IRA distribution to a Traditional IRA, at least two years must have elapsed from the date on which you first participated in any SIMPLE IRA Plan maintained by the employer, and you must generally contribute the distribution within 60 days from the date you receive it. Only one IRA distribution within any 12-month period may be rolled over in an IRA-to-IRA rollover transaction. The 12-month waiting period begins on the date you receive an IRA distribution that you subsequently roll over, not the date you complete the rollover transaction. Employer Retirement Plan-to-Traditional IRA Rollover (by Traditional IRA Owner). Eligible rollover distributions from qualifying employer retirement plans may be rolled over, directly or indirectly, to your Traditional IRA. Qualifying employer retirement plans include qualified plans (e.g., 401(k) plans or profit sharing plans), governmental 457(b) plans, 403(b) arrangements and 403(a) arrangements. Amounts that may not be rolled over to your Traditional IRA include any required minimum distributions, hardship distributions, any part of a series of substantially equal periodic payments, or distributions consisting of designated Xxxx contributions (and earnings thereon) from a 401(k), 403(b), or 457(b) plan. Employer Retirement Plan-to-Traditional IRA Rollover (by Inherited IRA Owner). Please refer to the section of this document entitled “Inherited IRA.” Rollover of Exxon Xxxxxx Settlement Income. Certain income received as an Exxon Xxxxxx qualified settlement may be rolled over to a Traditional IRA or another eligible retirement plan. The amount contributed cannot exceed the lesser of $100,000 (reduced by the amount of any qualified settlement income contributed to an eligible retirement plan in prior tax years) or the amount of qualified settlement income received during the tax year. Contributions for the year can be made until the due date for filing your return, not including extensions. Conversion of Traditional IRA to Xxxx XXX. Generally, you may convert all or a portion of your Traditional IRA to a Xxxx XXX provided you meet any applicable eligibility requirements as defined in the Code and Regulations. Except for amounts that represent basis, amounts converted are generally treated as taxable distributions. However, the premature distribution penalty that typically applies to taxable withdrawals taken prior to age 59½, does not apply to amounts converted from a Traditional IRA to a Xxxx XXX. Required minimum distributions may not be converted. Traditional IRA-to-Xxxx XXX conversions are not subject to the 12-month rollover restriction that typically applies to rollovers between IRAs. RECHARACTERIZATIONS

  • Direct Rollovers (a) This section applies to distributions made on or after January 1, 1993. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee's election under this part, a distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an eligible rollover distribution, that is equal to at least $500, paid directly to an eligible retirement plan specified by the distributee in a direct rollover.

  • Rollover Contributions and Transfers The Custodian shall have the right to receive rollover contributions and to receive direct transfers from other custodians or trustees. All contributions must be made in cash or check.

  • Investment Limitation The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the Shares in such a manner as would require the Company or any of its subsidiaries to register as an investment company under the Investment Company Act.

  • Investment of Contributions At the direction of the Depositor (or the direction of the beneficiary upon the Depositor's death), the Custodian shall invest all contributions to the account and earnings thereon in investments acceptable to the Custodian, which may include marketable securities traded on a recognized exchange or "over the counter" (excluding any securities issued by the Custodian), covered call options, certificates of deposit, and other investments to which the Custodian consents, in such amounts as are specifically selected and specified by the Depositor in orders to the Custodian in such form as may be acceptable to the Custodian, without any duty to diversify and without regard to whether such property is authorized by the laws of any jurisdiction as a trust investment. The Custodian shall be responsible for the execution of such orders and for maintaining adequate records thereof. However, if any such orders are not received as required, or, if received, are unclear in the opinion of the Custodian, all or a portion of the contribution may be held uninvested without liability for loss of income or appreciation, and without liability for interest pending receipt of such orders or clarification, or the contribution may be returned. The Custodian may, but need not, establish programs under which cash deposits in excess of a minimum set by it will be periodically and automatically invested in interest-bearing investment funds. The Custodian shall have no duty other than to follow the written investment directions of the Depositor, and shall be under no duty to question said instructions and shall not be liable for any investment losses sustained by the Depositor.

  • Equity Contribution Prior to or substantially concurrently with the initial funding of the Loans hereunder, the Equity Contribution shall be consummated.

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