Meridiam Contribution Sample Clauses

Meridiam Contribution. (a) After the date of this TFA, Meridiam, acting in its capacity of fund manager of Meridiam Fund IV and various other Meridiam funds, shall engage with existing or potential limited partners of the various Meridiam funds, to discuss the possibility of such parties committing to, subject to the Delisting becoming effective, making equity or equity-like financing available to the Company. (b) Meridiam Fund IV shall underwrite the equity or equity-like financing referred to in Clause 5.2(a), irrespective of the outcome of the discussions as described in Clause 5.2(a), by providing an investment in an amount of EUR 310,000,000 to the Company on the terms set forth in this TFA and subject only to the conditions set forth in Clause 5.2(c) (the Meridiam Contribution). (c) The Meridiam Contribution shall be conditional only upon the completion of (i) the Consultation Procedure in accordance with Clause 15; (ii) the Delisting; and (iii) the adoption by the Disinterested Directors of all resolutions required to consummate the Meridiam Contribution. (d) The Meridiam Contribution shall be made through the Company issuing convertible bonds to the Offeror or any of its Affiliates, designated for that purpose by Meridiam and reasonably acceptable to the Company, on the terms and subject to the conditions set forth in Clause 5.3 (the Convertible Bonds). Both the Disinterested Directors on the one hand, and the Offeror on the other hand, may, pursuant to reasonable and good faith discussions, mutually agree to optimise the structure of the entire Meridiam Contribution or any individual Tranche with a view to the then existing facts and circumstances at hand for the Company (including the Company’s financial position and the legal, tax and accounting treatment of the Meridiam Contribution at that time); provided that the long-form documentation with respect to (i) any alternative structure of the Meridiam Contribution (or any Tranche thereof) shall be agreed and entered into by the relevant parties before the ultimate date as further set forth in Clause 5.3(b); and (ii) the entire Meridiam Contribution shall always remain consistent with the terms and conditions set forth in Clause 5.3(c).
Sample 1
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Related to Meridiam Contribution

  • 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.

  • 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

  • Retirement Contributions On behalf of employees, the State will continue to “pick up” the six percent (6%) employee contribution, payable pursuant to law. The parties acknowledge that various challenges have been filed that contest the lawfulness, including the constitutionality, of various aspects of PERS reform legislation enacted by the 2003 Legislative Assembly, including Chapters 67 (HB 2003) and 68 (HB 2004) of Oregon Laws 2003 (“PERS Litigation”). Nothing in this Agreement shall constitute a waiver of any party’s rights, claims or defenses with respect to the PERS Litigation.

  • 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.

  • City Contribution The City agrees to maintain health and dental benefits at present levels for the life of the Agreement.

  • 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.

  • No Contribution Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.

  • The Contribution Prior to the Effective Time, and subject to the terms and conditions set forth in the Distribution Agreement, Grace intends to cause the transfer to a wholly owned subsidiary of Grace-Conn. ("Packco") of certain assets and liabilities of Grace and its subsidiaries predominantly related to the Packaging Business (the "Contribution"), as contemplated by the Distribution Agreement and the Other Agreements.

  • 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.

  • 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.

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