Merger and Contribution Sample Clauses

Merger and Contribution. Under the terms and conditions of this Agreement, at the Effective Time (a) in accordance with the DGCL, Thor Merger Sub shall be merged with and into Toreador (the “Toreador Merger”), and (b) each of Blackstone, Lara and Omega shall contribute the ZaZa Membership Interests held by it and Lara shall contribute the Lara Sub Shares (collectively, the “ZaZa Contribution”), such contributions to be effected pursuant to a contribution agreement entered into by and among the Company and the Members concurrently with the execution of this Agreement in the form of Exhibit F (the “Contribution Agreement”). At the Effective Time, the separate existence of Thor Merger Sub shall cease, and Toreador shall continue to exist as the surviving corporation of the Toreador Merger as a wholly-owned subsidiary of the Company (“Toreador Surviving Corporation”). The effects and the consequences of the Toreador Merger shall be as set forth in Section 2.04.
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Merger and Contribution. Subject to the provisions of this Agreement and prior to the Closing Date (as defined in Section 1.2, CPI shall be formed as a Washington corporation by filing with the Secretary of State for the State of Washington Articles of Incorporation substantially in the form attached as Exhibit 1.1(a). CP.cxx xxxl be merged into CPI, the Driveoff Stockholders will contribute all of the issued and outstanding equity securities of Driveoff to CPI, and Navidec shall effect the Navidec Additional Contribution. A Certificate of Merger (the "CERTIFICATE OF MERGER") shall be duly prepared, executed and acknowledged by CP.cxx, xxd thereafter delivered to the Secretary of State of Delaware for filing, as provided in the Delaware General Corporation Law (the "DGCL") and Articles of Merger shall be duly prepared, executed and acknowledged by CP.cxx, xxd thereafter delivered to the Secretary of State of Washington for filing, as provided in the Washington Business Corporation Act, on the Closing Date. The CP.cxx Xxxger shall become effective at such time as the Articles of Merger and Certificate of Merger have been filed with the respective Secretaries of State of Delaware and Washington or at such time thereafter as is provided in the Certificate of Merger and Articles of Merger. CPHI and Ford agree that upon the effectiveness of the CP.cxx Xxxger, the CarPxxxx.xxx, XXC Limited Liability Company Agreement (the "LLC AGREEMENT") shall terminate and be of no further force or effect. Immediately after the CP.cxx Xxxger, (x) the
Merger and Contribution. The Merger and the Contribution may be consummated.
Merger and Contribution 

Related to Merger and Contribution

  • Initial Contribution The member agrees to make an initial contribution to the Company of $____________.

  • 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.

  • Financial contribution 1. The Union shall pay Seychelles a financial contribution in accordance with the terms and conditions laid down in the implementing Protocol to this Agreement. That contribution shall consist of two related elements, namely: (a) access to the Seychelles fishing zone and fisheries resources, without prejudice to the access costs borne by the ship- owners; and (b) Union's financial support for reinforcing responsible fishing policy and the sustainable exploitation of fisheries resources in Seychelles' waters. 2. The component of the financial contribution for the sectoral support referred to in point (b) of paragraph 1 shall be independent of the payments regarding access costs and shall be determined and managed in the light of the objectives identified by mutual consent between the Parties in accordance with the implementing Protocol to this Agreement, to be achieved in the context of the sectoral fisheries policy of Seychelles and the annual and multi-annual programme for its implementation. 3. The financial contribution granted by the Union shall be paid each year in accordance with the implementing Protocol to this Agreement and subject to this Agreement: (a) the amount of the contribution referred to in point (a) of paragraph 1 may be revised by the Joint Committee in respect of: (i) exceptional circumstances, other than natural phenomena, preventing fishing activities in the Seychelles fishing zone; (ii) a reduction in the fishing opportunities granted to Union vessels, made by mutual agreement between the Parties for the purposes of managing the stocks concerned, where this is considered necessary for the conservation and sustainable exploitation of resources on the basis of the best available scientific advice; (iii) an increase in the fishing opportunities granted to Union vessels, made by mutual agreement between the Parties where the best available scientific advice concurs that the state of resources so permits; (b) the amount of the contribution referred to in point (b) of paragraph 1 may be revised as a result of a reassessment of the terms of the financial contribution for implementing the sectoral fisheries policy of Seychelles, where this is warranted by the specific results of the annual and multiannual programming observed by both Parties; (c) the contribution referred to in paragraph 1 may be suspended as a result of the application of Article 16 or 17 of this Agreement.

  • Initial Contributions The Members initially shall contribute to the Company capital as described in Schedule 2 attached to this Agreement.

  • Defined Contribution Plans The Company does not maintain, contribute to or have any liability under (or with respect to) any employee plan which is a tax-qualified "defined contribution plan" (as defined in Section 3(34) of ERISA), whether or not terminated.

  • Defined Contribution Plan The Employer will establish the following Employer contribution programs in the existing salary deferral plans: » Beginning in 2006 and continuing throughout the term of the Agreement, a performance-based contribution

  • 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.

  • Company Contributions The Company shall continue to make a Company Contribution for Plan Years 2017, 2018 and 2019, on the same terms and conditions set forth in the Participant Agreement, with the performance metrics and targets in connection with such Company Contributions for such Plan Years to be established in the sole discretion of the Committee, following consultation with the Chief Executive Officer of the Company.

  • 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.

  • FINANCIAL CONTRIBUTIONS (§5.d): Owner shall use reasonable efforts to seek contributions and grants from Capital Metro Transit Authority (CMTA) and Xxxxxx County.

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