MMI Contribution Agreement; MMI Drop Sample Clauses

MMI Contribution Agreement; MMI Drop. Down. Prior to the earlier of (1) the consummation of the Stream IPO and (2) December 31, 1997, Stream, MMI Holdings and MMI shall enter into the MMI Contribution Agreement pursuant to which Stream shall transfer all of the MMI Assets and MMI Assumed Liabilities to MMI Holdings, and MMI Holdings shall issue voting common stock and preferred stock to Stream in a taxable transaction. Stream shall transfer to MMI Holdings: (i) all then outstanding Third-Party Debt directly attributable to the MMI business, and (ii) 40% of the increase in the Net RRD Debt from October 1, 1997 through the Effective Date, and MMI Holdings shall transfer to MMI the MMI Assets and the MMI Assumed Liabilities (collectively, the "MMI Drop-Down"). Immediately prior to, or simultaneously with, the MMI Drop-Down, MMI Holdings shall issue to Xxxx, which is not, directly or indirectly a stockholder of Stream, pursuant to the MMI Compensation Agreement, a number of shares of non-voting Common Stock of MMI Holdings equal to $1 million divided by the amount determined by (i) subtracting from $99 million all Third Party Debt directly attributable to MMI as of September 30, 1997 and 22.2222% of the Net RRD Debt as of September 30, 1997 and (ii) dividing such remainder by the Number of Stream Outstanding Shares at such time.
Sample 1
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Related to MMI Contribution Agreement; MMI Drop

  • Contribution Agreement The Agent shall have received an executed counterpart of the Contribution Agreement.

  • Distribution Agreements Subject to compliance with applicable provisions of the 1940 Act, the Board of Trustees may enter into a contract or contracts with one or more Persons to act as underwriters and/or placement agents whereby the Trust may either agree to sell Shares of the Trust, any Series or Class to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares. In either case, the contract shall be on such terms and conditions as the Board of Trustees may in its discretion determine, not inconsistent with the provisions of this Section 5.12 or the By-laws; and such contract may also provide for the repurchase or sale of Shares of the Trust, any Series or Class by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with Persons who are not registered securities dealers to further the purposes of the distribution or repurchase of such Shares.

  • Post-Closing Agreement Administrative Agent shall have received an executed and delivered post-closing agreement (the “Post-Closing Agreement”) with respect to certain post-closing undertakings by the Credit Parties.

  • Distribution Agreement This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company. The transactions contemplated by this Agreement have been duly authorized by the Company.

  • Defined Contribution Plan A plan under which Employee accounts are maintained for each Participant to which all contributions, forfeitures, investment income and gains or losses, and expenses are credited or deducted. A Participant’s benefit under such plan is based solely on the fair market value of his or her account balance.

  • Effective Date; Termination of Prior Intercompany Tax Allocation Agreements This Agreement shall be effective as of the Effective Time. As of the Effective Time, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among BGC Partners and/or any of its Subsidiaries shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled. Upon such termination and settlement, no further payments by or to the BGC Group, or by or to the Newmark Group, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided, that to the extent appropriate, as determined by BGC Partners, payments made pursuant to such agreements shall be credited to the Newmark Entities or the BGC Entities, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of 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.

  • Lock-Up Agreement The Underwriters shall have received all of the Lock-Up Agreements referenced in Section 4 and the Lock-Up Agreements shall remain in full force and effect.

  • Transition Agreement At Closing, Buyer and Seller shall execute the applicable Transition Agreements.

  • Participation Agreement The Participation Agreement (Federal Express Corporation Trust No. N585FE), dated as of June 15, 1998, as amended and restated as of September 1, 1998, among the Lessee, the Owner Trustee not in its individual capacity except as otherwise expressly provided therein, but solely as owner trustee, the Owner Participant, the Indenture Trustee not in its individual capacity except as otherwise expressly provided therein, but solely as indenture trustee, the Pass Through Trustee not in its individual capacity except as otherwise expressly provided therein, but solely as pass through trustee, and the Subordination Agent not in its individual capacity except as otherwise expressly provided therein, but solely as subordination agent.

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