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.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
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.
Sample 1Sample 2See All (4)
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.
Sample 1Sample 2
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.
Sample 1Sample 2
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 in the form attached hereto as Exhibit E-1, the Notice of Restricted Stock Rollover Agreement 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.
Sample 1
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
Sample 1
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”).
Sample 1
AutoNDA by SimpleDocs
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.
Sample 1
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.
Sample 1

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: $ .]

  • 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. You must irrevocably elect to treat such contributions as rollovers. Xxxx XXX-to-Xxxx XXX Rollover. You may withdraw, tax free, all or a portion of your Xxxx XXX if you contribute the amount withdrawn into the same or another Xxxx XXX as a rollover. When completing a rollover from a Xxxx XXX to a Xxxx XXX, you must generally complete the rollover transaction within 60 days from the date you receive the distribution from the distributing Xxxx XXX. 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 on the date you complete the rollover transaction. Amounts withdrawn (including any amounts withheld for federal, state, or other income taxes that you did not receive) that are not rolled over will be treated as a distribution from the Xxxx XXX and may be subject to tax and/or early distribution penalty. Employer Retirement Plan-to-Xxxx XXX Rollover (by Xxxx XXX Owner). Eligible rollover distributions consisting of designated Xxxx contributions (and earnings thereon) from a 401(k), 403(b), or 457(b) plan may be rolled over, directly or indirectly, to your Xxxx XXX. You are solely responsible for tracking the taxable and nontaxable amounts of the assets rolled over. If you roll over a nonqualified distribution from a designated Xxxx account in a 401(k), 403(b) or 457(b) plan to a Xxxx XXX, the portion of the distribution that constitutes the contribution basis is treated as basis in your Xxxx XXX. If you roll over a qualified distribution from a designated Xxxx account in a 401(k), 403(b) or 457(b) plan, the entire amount of the rollover contribution is considered basis in the Xxxx XXX. Eligible rollover distributions from qualifying employer retirement plans may be rolled over, directly or indirectly, to your Xxxx XXX, if you meet applicable eligibility requirements. 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 rolled over from an employer plan to a Xxxx XXX (other than amounts distributed from a designated Xxxx account) are generally treated as taxable distributions from your employer retirement plan (except for amounts representing after-tax employee contributions). However, the premature distribution penalty (that typically applies to taxable withdrawals taken prior to age 59½) does not apply to amounts rolled over from your employer‘s retirement plan to your Xxxx XXX. Required minimum distributions may not be rolled over. To complete a direct rollover, from an employer plan to your Xxxx XXX, you must generally instruct the plan administrator to send the distribution directly to your Xxxx XXX Custodian. To complete an indirect rollover to your Xxxx XXX, you must generally request that the plan administrator make a distribution directly to you. You typically have 60 days from the date you receive an eligible rollover distribution to complete an indirect rollover. If you choose the indirect rollover method, the plan administrator is typically required to withhold 20% of the eligible rollover distribution amount for purposes of federal income tax withholding. You may, however, make up the withheld amount out of pocket and roll over the full amount. If you do not make up the withheld amount out of pocket, the 20% withheld (and not rolled over) will be treated as a distribution, subject to applicable taxes and penalties. Employer Retirement Plan-to-Xxxx XXX Rollover (by Inherited Xxxx XXX Owner). Please refer to the section of this document entitled “Inherited Xxxx XXX.” Xxxx XXX-to-Employer Plan Rollovers Not Permitted. Distributions from your Xxxx XXX are not eligible for rollover to a designated Xxxx account in a 401(k), 403(b), or 457(b) plan. Conversions to Xxxx IRAs. Generally, you may convert all or a portion of your Traditional IRA (or SIMPLE IRA) to a Xxxx XXX provided you meet any applicable eligibility requirements as defined in the Code and Regulations. To complete a conversion of a SIMPLE IRA distribution to a Xxxx XXX, at least two years must have elapsed from the date on which you first participated in any SIMPLE IRA Plan maintained by the employer. 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 (or SIMPLE IRA) to a Xxxx XXX. Required minimum distributions may not be converted. Conversions are not subject to the 12 month rollover restriction that typically applies to rollovers between IRAs. Rollover of Exxon Xxxxxx Settlement Income. Certain income received as an Exxon Xxxxxx qualified settlement may be rolled over to a Xxxx XXX 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. Qualified settlement income that is contributed to a Xxxx XXX is included in your taxable income for the year the qualified settlement income was received, and treated as part of your cost basis (investment in the contract) in the Xxxx XXX that is not taxable when distributed. Rollover of Military Death Gratuity or Servicemembers’ Group Life Insurance (SGLI) Program. Eligible death payments including military death gratuities and SGLI payments may be rolled over, tax-free into a Xxxx XXX. The amount you can roll over to your Xxxx XXX cannot exceed the total amount that you received reduced by any part of that amount that was contributed to a Xxxxxxxxx ESA or another Xxxx XXX. Any military death gratuity or SGLI payment contributed to a Xxxx XXX is disregarded for purposes of the 12-month waiting period between rollovers. The rollover must be completed within one year of the date on which the payment is received. The amount contributed to your Xxxx XXX is treated as part of your cost basis (investment in the contract) in the Xxxx XXX that is not taxable when distributed. You can contribute (roll over) all or part of the amount received to your Xxxx XXX. RECHARACTERIZATIONS Recharacterizing a Contribution/Conversion. You may “recharacterize” a contribution/conversion made to one type of IRA (either Traditional or Xxxx XXX) and treat it as if it was made to a different type of IRA (Traditional or Xxxx XXX). Both the contribution/conversion amount and the net income attributable to the contribution/conversion must be transferred. If there was a loss, the amount of any loss will reduce the amount you recharacterize. The deadline for completing a recharacterization is your tax return due date (including any extensions) for the year for which the contribution/conversion was made to the first IRA. Recharacterization requests must be made in a form and manner acceptable to the Custodian. Report recharacterizations to the IRS by attaching a statement to your Form 1040. You may also need to file Form 8606 with your income taxes. For assistance with recharacterizations, refer to IRS Pub. 590-A and/or your tax advisor. Reconversion. A reconversion occurs when you convert Traditional IRA (or SIMPLE IRA) assets that have been previously converted and recharacterized. A reconversion must occur in a subsequent year to the prior conversion, or if later, after 30 days have elapsed since the recharacterization. TRANSFERS Transfers. You may move your Xxxx XXX from one trustee or custodian to a Xxxx XXX maintained by another trustee or custodian by requesting a direct transfer. Federal law does not limit the number of transfers you may make during any year. Transfers Incident to Divorce. Under a valid divorce decree, separate maintenance decree, or other valid court order, your Xxxx XXX may be transferred to your ex- spouse or you may receive all or part of your ex-spouse’s Xxxx XXX.

  • Initial Equity Grant No later than 45 days following the Commencement Date, the Company shall take such actions as shall be necessary to grant you the right to purchase (the “Stock Purchase Right”) the number of shares of the Company’s common stock (the “Common Stock”) equal to six percent (6%) of the Company’s outstanding capital stock as of the Commencement Date, calculated based on the Fully Diluted Capitalization of the Company (as defined in the next sentence) at a per-share purchase price equal to the per-share fair market value of the underlying shares on the date of grant, as determined reasonably by the Board in good faith. For the purposes of this Agreement, “Fully Diluted Capitalization” includes all outstanding shares of capital stock plus all shares subject to issuance under outstanding options or warrants plus all shares of capital stock reserved for future issuance under the Company’s 2007 Stock Incentive Plan (the “Plan”) that are not subject to outstanding options or other equity awards plus, to the extent not already included in the foregoing, all shares purchased by you, or subject to your right to purchase, pursuant to this Section 3(d) and Section 3(f). The Stock Purchase Right will be granted under the Plan. Any shares of Common Stock purchased upon exercise of the Stock Purchase Right (the “Restricted Stock”) shall be subject to a right of repurchase in favor of the Company at the original purchase price thereof (the “Right of Repurchase”). The Restricted Stock shall vest, and the Right of Repurchase lapse, with respect to thirty-three and one-third percent (33 1/3%) of the total shares of Restricted Stock on the first anniversary of the Commencement Date and with respect to 1/36th of such shares of Restricted Stock on each monthly anniversary of the Commencement Date thereafter so that the Restricted Stock shall be fully vested and the Right of Repurchase fully lapsed on the third anniversary of the Commencement Date, in each case, subject to your continued service to the Company hereunder except as otherwise provided herein. You will be permitted to purchase the shares of Restricted Stock using a full recourse promissory note, equal to the value of the entire purchase, in a form attached hereto as Exhibit A, to the Company bearing an interest rate equal to the Applicable Federal Rate. The Restricted Stock shall be subject to the terms of the Plan and a restricted stock purchase agreement (the “Restricted Stock Purchase Agreement”) in the form attached hereto as Exhibit B to be entered into between you and the Company.

  • 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.

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

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!