Rollover Sample Clauses
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: $ .]
Rollover. At the Rollover Closing (as defined below), upon the terms and subject to the conditions of this Agreement, each Stockholder and TopCo hereby agree to take the following actions:
(a) Each Stockholder shall transfer, contribute and deliver to TopCo the Rollover Shares held by such Stockholder, in each case, free and clear of any Liens (other than restrictions under the Securities Act and applicable state securities Laws) (the “Rollover Contribution”).
(b) Immediately after the Rollover Contribution, TopCo shall (i) transfer, contribute and deliver (or cause to be transferred, contributed and delivered) such Rollover Shares to Parent and (ii) issue to such Stockholder a number of TopCo Units that have a value (determined based on (A) the number TopCo Preferred Units issued multiplied by the price per TopCo Preferred Unit plus (B) the number of TopCo Common Units Issued multiplied by the price per TopCo Common Unit) equal to the Rolled Value of the Rollover Shares delivered by such Stockholder pursuant to the Rollover Contribution. The ratio of TopCo Preferred Units to TopCo Common Units issued to the Stockholders pursuant to this Section 4.1(b) shall be subject to Exhibit B.
(c) Each Stockholder acknowledges and agrees that such Stockholder shall not receive any cash payments under the Merger Agreement for the Rollover Shares delivered by such Stockholder pursuant to the Rollover Contribution, including the Merger Consideration or any payments under Section 2.06 of the Merger Agreement.
(d) No later than 30 days prior to the Closing, each Stockholder shall update Schedule B; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value. Following completion of Schedule B, the Rollover Shares and their corresponding Rolled Value, with respect to each Stockholder, will be set forth on Schedule B. Xxxx Xxxx may update Schedule B (on behalf of himself and the other Stockholders) by written notice to TopCo up until the date falling 15 days prior to the Closing; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value.
(e) The parties hereto intend that, for U.S. federal and applicable state and local income Tax purposes, the transfer of the Rollover Shares to TopCo by the Stockholders in exchange for TopCo Units, together with the contribution of cash or other property to TopCo by the other members of TopCo, shall be treated as a transaction described under Section 351(a) of th...
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:
Rollover. Prior to the last full payroll period of each fiscal year end, the employee will be given a one‐time option to rollover, all or a portion of their CTO hours, in their CTO bank. The maximum amount of CTO hours that can be rolled over into the next fiscal year will be sixty (60). The employee shall be paid for any remaining CTO hours that are not rolled over.
Rollover. If we do not receive Instructions from you to settle any open Transactions and/or Contracts by the close of the Business Day, we are hereby authorized (but not obliged) to transfer all said Contracts to the next business date traded (“Rollover”), as provided in further detail in Section 43 hereinafter.
Rollover. In the case of a rollover of maturing Canadian Bankers’ Acceptances, issued by a Canadian Bank, such Canadian Bank, in order to satisfy the continuing liability of the Canadian Borrower to the Canadian Bank for the face amount of the maturing Canadian Bankers’ Acceptances issued by the Canadian Borrower, shall retain for its own account the Canadian Net Proceeds of each new Canadian Bankers’ Acceptance issued by it in connection with such rollover; and the Canadian Borrower shall, on the maturity date of the maturing Canadian Bankers’ Acceptances issued by the Canadian Borrower, pay to the Canadian Administrative Agent for the benefit of Canadian Banks an amount equal to the difference between the face amount of the maturing Canadian Bankers’ Acceptances and the aggregate Canadian Net Proceeds of the new Canadian Bankers’ Acceptances.
Rollover. Each employee’s portion of accumulated unused Sick Leave allowance shall accumulate from year to year as provided by law and the rules and regulations of the Superintendent of Public Instruction under that law.
Rollover. Subject to Section 1.3 of this Agreement and Section 2.1 of the Merger Agreement, at the Rollover Closing (as defined below), upon the terms and subject to the conditions of this Agreement and the Merger Agreement, the Rollover Stockholder hereby agrees and acknowledges that the Rollover Stockholder will not receive any cash consideration at the Effective Time of the Merger with respect to their shares of Preferred Stock identified in the Merger Agreement with respect to such Rollover Stockholder as Preferred Rollover Shares (the “Rollover Shares”), and instead the Rollover Stockholder will contribute to Holdings its Rollover Shares in exchange and as the total consideration for the issuance by Holdings to such Rollover Stockholder of a number of shares of Holdings Common Stock as calculated pursuant to Section 2.1 of the Merger Agreement (such shares of Holdings Common Stock, the “Holdings Rollover Shares”).
Rollover. Employers are required to carry-over no more than forty (40) PTO hours to the next calendar year. There is no cash-out of any unused PTO that is not rolled-over.
Rollover. If the unused vacation days will be added to the available number of vacation days at the beginning of the next year, then select the second statement. This will also require that the maximum number of unused vacation days that can rollover in this manner be defined (33)