Plan Asset Transfers Sample Clauses

Plan Asset Transfers. (i) Employees of the USS/Kobe Tubular Business currently participate solely in the following defined benefit pension plans: The USS/Kobe Steel Company Union Eligible Pension Plan and The USS/Kobe Steel Company Salaried Employees Pension Plan (together, the "USS/Kobe Pension Plans"). As of the Tubular Spinoff, Tubular Employees will cease to accrue service credit or benefits under the USS/Kobe Pension Plans. As soon as practicable following the date that the Tubular Spinoff occurs, NewTube will (A) establish a defined benefit plan or plans, or (B) with USX's consent, utilize an existing USX pension plan or plans (the "NewTube Spinoff Plans") for the benefit of the Tubular Employees participating in the USS/Kobe Pension Plans. As soon as practicable following the Closing, RTI Opco will cause Xxxxxx Xxxxx & Company (the "Current Actuary") to calculate the Accrued Liability (as defined in clause (iii) below) as of the Closing Date (the "Valuation Date") of all participants in each of the USS/Kobe Pension Plans and then to compare, on a plan by plan basis, the Accrued Liability of all the participants in each USS/Kobe Pension Plan to the fair market value of the assets in the respective USS/Kobe Pension Plans as of the Valuation Date. If the Accrued Liability as of the Valuation Date of all participants in a USS/Kobe Pension Plan is less than the fair market value of the assets as of the Valuation Date in such USS/Kobe Pension Plan, then RTI Opco will cause assets (determined as of the Valuation Date) to be transferred from such USS/Kobe Pension Plan to a trust or trusts established by NewTube or USX to hold assets of the corresponding NewTube Spinoff Plan equal to the product of (x) such fair market value of the assets in such USS/Kobe Pension Plan multiplied by (y) a fraction the numerator of which is the Accrued Liability of Tubular Employees under such USS/Kobe Pension Plan as of the Valuation Date and the denominator of which is the Accrued Liability of all participants in such USS/Kobe Pension Plan as of the Valuation Date (such product, the "Proportionate Accrued Liability Amount"). If the Accrued Liability as of the Valuation Date of all participants in a USS/Kobe Pension Plan is equal to or greater than the fair market value as of the Valuation Date of the assets in such USS/Kobe Pension Plan, then the Current Actuary will determine the amount of assets allocable to the Accrued Liabilities attributable to Tubular Employees participating in that plan ba...
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Plan Asset Transfers. It is intended that, at any time or from time to time following the Distribution, ITT Industries, ITT Destinations and ITT Hartford may cause to occur transfers of assets from the ITT Salaried Retirement Plan, the ITT Destinations Salaried Retirement Plan and/or the ITT Hartford Retirement Plan, to any other such plan, subject to agreement by the sponsor of the transferor plan and the sponsor of the transferee plan, with respect to benefits that have accrued as of the Distribution Date and that are attributable to a person no longer employed by the sponsor of the transferor plan or its affiliates.
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Plan Asset Transfers. (a) Medco Health acknowledges that it has established a trust qualified under Section 501(a) of the Code (the “Successor Trust”). Merck acknowledges that it has taken all steps necessary to cause the trustee of the master trust in which the Medco Health Solutions, Inc. Cash Balance Retirement Plan (the “MCBP”) participates (the “Master Trust”) to value, in a manner consistent with its prior practice, the MCBP’s allocable share of the assets of the Master Trust (the “MCBP Asset Value”). At all times prior to the transfer set forth in the last sentence of this Section 5(a), Merck shall cause the MCBP Asset Value to be segregated and tracked in a separate subaccount of the Master Trust and to reflect investments in appropriate investment vehicles in the appropriate allocations as directed by the Merck Pension Investment Committee, and the MCBP subaccount will reflect all contributions, investment gains and losses, benefits payment activity and appropriate fees and expenses made or incurred solely by or in respect of the MCBP. Prior to the Distribution Date, Merck shall cause the trustee of the Master Trust to transfer to the trustee of the Successor Trust the MCBP subaccount (the “MCBP Transfer”). (b) Medco Health shall have the right to object to the amount transferred in the 401(k) Plan Asset Split-Up and the MCBP Transfer within 30 days after the Distribution. In addition, Medco Health shall have the right to object to the amount transferred of any 401(k) Plan Asset Transfer within 30 days after the date thereof. Any such objection shall be delivered in writing to Merck and shall contain reasonable detail as to the nature and extent of such objection. If Medco Health makes any such objection, the Parties shall cooperate to resolve such objection as promptly as practicable. Medco Health shall be conclusively deemed to have accepted any such transfer or portion thereof as to which no such objection is made.
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Related to Plan Asset Transfers

  • Asset Transfers The Company shall not (i) transfer, sell, convey or otherwise dispose of any of its material assets to any subsidiary except for a cash or cash equivalent consideration and for a proper business purpose or (ii) transfer, sell, convey or otherwise dispose of any of its material assets to any Affiliate, as defined below, during the Term of this Agreement. For purposes hereof, "Affiliate" shall mean any officer of the Company, director of the Company or owner of twenty percent (20%) or more of the Common Stock or other securities of the Company.

  • Exempt Transfers 12.1 Subject to the requirements of applicable Laws, the restrictions under Section 8 and the right of first refusal and right of co-sale under Section 9 and Section 10 shall not apply to (a) any sale of Equity Securities of the Company to the public pursuant to a Qualified IPO; and (b) Transfer of any Equity Securities of the Company now or hereinafter held by the Principal or the Ordinary Shareholder to the Principal’s another wholly owned entity or to a trustee, executor, or other fiduciary for the benefit of the Principal or the Principal’s any wholly owned entity or his spouse and lineal descendants (whether natural or adopted), brother, sister, parent for bona fide estate planning purposes (each such transferee pursuant to subsection (b) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”); provided, that (i) such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Regulations, (ii) the Principal shall remain liable for any breach by such Permitted Transferee of any provision hereunder; (iii) if any Permitted Transferee which received Equity Securities of the Company pursuant to this Section 12.1(b) ceases to be a Permitted Transferee for any reason, it shall immediately Transfer back to the applicable transferor from which it received the Equity Securities of the Company transferred to it pursuant to this Section 12.1(b) and (iv) adequate documentation therefor is provided to the Company and each such Permitted Transferee shall execute a joinder agreement in substantially the form attached hereto as Exhibit A assuming the obligations of such Ordinary Transferor under this Agreement and be bound by the terms of the Amended M&AA as the “Ordinary Shareholder” (if not already a Party hereto) upon and after such Transfer, with respect to the transferred Equity Securities; and (c) any Transfer of the Equity Securities of the Company by an Investor to any of its Affiliate; provided that (x) the transferees of such Transfer shall not be a Competitor or an Affiliate of any Competitor (provided that (A) GS shall be permitted to Transfer all or any of the Equity Securities of the Company held by it to any of the GS Controlled Affiliates, (B) Carlyle shall be permitted to Transfer all or any of the Equity Securities of the Company held by it to any of the Carlyle Controlled Affiliates and (C) Cathay shall be permitted to Transfer all or any of the Equity Securities of the Company held by it to any of the Cathay Controlled Affiliates); (y) if any transferee of such Transfer which received Equity Securities of the Company pursuant to this Section 12.1(c) ceases to be an Affiliate of such Investor for any reason or becomes a Competitor or an Affiliate of any Competitor (or in the case where the transferee is a GS Controlled Affiliate or a Carlyle Controlled Affiliate or a Cathay Controlled Affiliate, if it ceases to be a GS Controlled Affiliate or a Carlyle Controlled Affiliate or a Cathay Controlled Affiliate, as applicable, for any reason), it shall immediately Transfer back to the applicable transferor from which it received the Equity Securities of the Company transferred to it pursuant to this Section 12.1(c) and (z) the transferees of such Transfer shall execute and deliver a joinder agreement in substantially the form attached hereto as Exhibit A to join in and be bound by the terms of this Agreement and be bound by the terms of the Amended M&AA as the “Investor” (if not already a Party hereto) upon and after such Transfer. 12.2 All transfer restrictions provided in this Agreement with respect to a Transfer of Equity Securities of the Company by the Investors (including Section 8.2) shall cease to apply in the event that the Company fails to pay the applicable redemption price pursuant to Article 8.4 of the Amended M&AA and which is not cured after 30 days’ written notice of such breach delivered by an Investor to the Company. 12.3 Sections 8 through 11 shall not apply to any Transfer of any Equity Securities pursuant to any enforcement of security under any Facility Document or to any creation of security under any Facility Document; provided, however, that any transferee of such Equity Securities shall execute and deliver a joinder agreement in substantially the form attached hereto as Exhibit A to join in and be bound by the terms of this Agreement and be bound by the terms of the Amended M&AA as the “Ordinary Shareholder” (if not already a Party hereto) upon and after such Transfer. Notwithstanding anything to the contrary herein, this Section 12.3 may be further amended in respect of Sections 8 through 11 in connection with the negotiation of any Facility Document with the written consent of Majority Series A-1 Preferred Holders and the Company and the Parties shall procure any required alteration to the Amended M&AA to give effect to any such amendment.

  • Balance Transfers We may allow you to transfer balances from other credit card accounts with third parties (but not us or our affiliates) to your Credit Card Account. We may limit the number and types of credit card accounts from which we will allow you to transfer balances and the times, amounts, manner and circumstances in which balance transfers may be requested. See the Interest Rates and Fee Schedule on the card mailer for Balance Transfer fee details.

  • 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.

  • Asset Transfer Seller shall have delivered to Buyer the following instruments of transfer and assignment in accordance with the provisions hereof, transferring to Buyer all of Seller's right, title and interest in and to the Assets, free and clear of all Liens: (a) A Xxxx of Sale in the form attached hereto as Exhibit D; (b) An Assignment and Assumption Agreement in the form attached hereto as Exhibit E; (c) An Assignment of Patents and Trademarks in the form attached hereto as Exhibit F; (d) An Assignment of Internet Domain Name in the form attached hereto as Exhibit G; and (e) Such other instruments of transfer reasonably requested by Buyer.

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

  • Employee Transfers In the event an Employee is transferred between Participating Employers, accumulated service and eligibility shall be carried with the Employee involved. No such transfer shall effect a termination of employment hereunder, and the Participating Employer to which the Employee is transferred shall thereupon become obligated hereunder with respect to such Employee in the same manner as was the Participating Employer from whom the Employee was transferred.

  • Exempted Transfers Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 shall not apply: (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock from a Key Holder by the Company at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board, or (c) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or to any other person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, such Key Holder or by any such family members; provided that in the case of clause(s) (a) or (c), the Key Holder shall deliver prior written notice to the Company and the Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2.

  • Administrative Transfers The District reserves the right to transfer personnel as conditions may require. Seniority and posting shall not apply in an administrative transfer involving two permanent employees. Transfers of this nature will be discussed with the exclusive representative's agent prior to final disposition. Except in the case of an emergency, (as defined by the District), the exclusive representative and the affected employee(s) will be given at least two (2) weeks advance written notice.

  • Void Transfers To the greatest extent permitted by the Act and other Law, any Transfer by any Member of any Membership Interests or other interest in the Company in contravention of this Agreement shall be void and ineffective and shall not bind or be recognized by the Company or any other Person. In the event of any Transfer in contravention of this Agreement, to the greatest extent permitted by the Act and other Law, the purported Transferee shall have no right to any profits, losses or Distributions of the Company or any other rights of a Member.

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