Rollover Investment Sample Clauses

Rollover Investment. 60 Day Rollover – (Xxxxxxxxx ESA is the same Designated Beneficiary’s name) This is a distribution of all or part of the account balance form another Xxxxxxxxx ESA that was registered to the same Designated Beneficiary and is being rolled over within 60 days of receipt. 60 Day Rollover – (Eligible Family Member’s Xxxxxxxxx ESA) This is a distribution of all or part of the account balance form another Xxxxxxxxx ESA that was held in another family member’s name and is being rolled over within 60 days of receipt.
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Rollover Investment. Xxxxxxxxx has delivered to Monroe a true, complete and correct copy of the executed rollover commitment letter of even date herewith (the “Rollover Letter”), pursuant to which Yucaipa Hospitality Investments, LLC (the “Rollover Investor”) has committed to contribute to Holdco, subject only to the terms and conditions expressly set forth therein, the number of shares of Monroe Series A Preferred Securities and the number of Monroe Warrants set forth therein (including all accrued and unpaid dividends thereon, the “Rollover Investment”; any such shares and Monroe Warrants being rolled over pursuant to the Rollover Letter, the “Rollover Shares”). As of the date of this Agreement, the Rollover Letter has not been amended, supplemented or modified prior to the date of this Agreement, no such amendment or modification is contemplated, and, as of the date hereof, none of the commitments contained in the Rollover Letter has been withdrawn, terminated or rescinded in any respect (and no such withdrawal, termination or rescission is contemplated). The Rollover Letter provides that Monroe is a third-party beneficiary thereof and is entitled to enforce such agreement in connection with Monroe’s exercise of its rights under Section 9.11, subject only to the express terms and conditions thereof. As of the date of this Agreement, the Rollover Letter, in the form so delivered to Monroe, is in full force and effect and is a legal, valid, binding and enforceable obligation of Xxxxxxxxx and Sub-S and the other parties thereto. There are no side letters or other agreements, arrangements, contracts or understandings relating to the Rollover Investment other than as expressly set forth in the Rollover Letter. The only conditions precedent or other contingencies related to the obligations of the Rollover Investor to make the Rollover Investment are those expressly set forth in the Rollover Letter. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Xxxxxxxxx, Sub-S, any direct investor in Xxxxxxxxx or any of the other parties to the Rollover Letter under any term, or a failure of any condition, of the Rollover Letter or otherwise result in any portion of the Rollover Investment contemplated thereby to be unavailable or delayed. As of the date of this Agreement, none of Xxxxxxxxx, Sub-S or any direct investor in Xxxxxxxxx has any reason to believe that any term or conditi...
Sample 1
Rollover Investment. (a) Xxxxxxxxx shall use, and shall cause its affiliates to use, its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Rollover Investment, in each case, on the terms and subject only to the conditions set forth in the Rollover Letter, as the case may be, including using its reasonable best efforts to (i) maintain in effect the Rollover Letter, (ii) comply with its obligations under the Rollover Letter, (iii) satisfy (or cause its affiliates to satisfy) on a timely basis all conditions applicable to Xxxxxxxxx (or its affiliates) or Sub-S contained in the Rollover Letter, (iv) enforce its rights (including through litigation) under the Rollover Letter and (v) consummate the Rollover Investment at or prior to the Closing, including using its (or causing its affiliates to use) reasonable best efforts (including through litigation) to cause the Rollover Investor to make the Rollover Investment at or prior to the Closing. Without limiting the generality of the foregoing, Xxxxxxxxx and Sub-S shall give Monroe prompt (but in any event within one (1) business day) notice: (i) of any breach (or threatened breach) or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any breach or default) by any party to the Rollover Letter of which Xxxxxxxxx or its affiliates becomes aware;
Sample 1
Rollover Investment. The Xxxxx Parties commit to invest collectively into the Parent in connection with the Merger an amount equal to a percentage of the after-tax value of the Xxxxx Parties’ aggregate current equity holdings specified in the Support Agreement, valued for this purpose using the Offer Price (the “Rollover Amount”). • The Rollover Amount will be invested in the same strip of securities and in the same relative proportions between securities in any strip as Apax and its affiliates (collectively, the “Sponsor”); provided, however, that at least 60% of the fair market value of any such strip of securities to be held by Apax and the Xxxxx Parties will consist of common stock and/or preferred stock that is not “nonqualified preferred stock” as defined in Section 351(g) of the Code. • Notwithstanding that the Support Agreement provides that the Rollover Amount is determined based upon after-tax proceeds, after consultation with the Xxxxx Parties, and to the extent that Sponsor determines that it is reasonably feasible (after giving effect to the second bullet point of this Part I), Sponsor and Parent will cooperate with the Xxxxx Parties to achieve a tax-free rollover of the Rollover Amount within the corporate/capital structure selected by Sponsor for the transaction. No more than five (5) business days after the execution of the Merger Agreement, the Xxxxx Parties shall notify Parent in writing (the “Rollover Notice”) whether the Xxxxx Parties desire to achieve a tax-free rollover with respect to all or a portion of the Xxxxx Parties’ Rollover Amount. Following the receipt of the Rollover Notice, but prior to the Acceptance Time, each of Parent, Sponsor and Xxxxx Parties shall use its reasonable efforts to negotiate and enter into definitive documents (the “Rollover Documents”) that effect the exchange of Company securities owned by one or more of the Xxxxx Parties representing the Rollover Amount for securities of Parent (and/or an Affiliate of Parent) on terms and conditions reasonably satisfactory to the parties. The shares of Common Stock to be so exchanged shall constitute “Rollover Shares” for purposes of the Merger Agreement. The Rollover Documents shall identify any shares of Common Stock that are being exchanged for securities of Parent prior to the Effective Time in a transaction that the parties intend to qualify as an exchange described in Section 351 of the Internal Revenue Code. • The Xxxxx Parties’ investment will be fully vested and not be subject to...
Sample 1
Rollover Investment. Subject to the terms and conditions of the Contribution Agreement, immediately prior to (but subject to the consummation of) the Merger, (a) each of the Common Stockholders party to the Contribution Agreement as of the date hereof (each, a “Rollover Holder”), shall contribute to Management Company 100% of the Common Shares held thereby as of immediately prior to the Closing (the “Rollover Shares”) and (b) any other Equity Holder that becomes a member of the Management Company after the date hereof and before the Closing (each, an “Other Participating Manager”), will (unless otherwise agreed among the Rollover Holders and such Other Participating Member) contribute to Management Company cash, in each case, for the consideration specified in the Contribution Agreement or as otherwise agreed between the Rollover Holders and such Other Participating Manager, as applicable. The Rollover Holders (but no Other Participating Managers) shall also be entitled to receive in cash, when and to the extent payable, (i) the Per Common Share Final Closing Adjustment Amount, if any, multiplied by the number of Rollover Shares contributed by such Rollover Holder; plus (ii) the Per Common Share Escrow Consideration, if any, multiplied by the number of Rollover Shares contributed by such Rollover Holder; plus (iii) the Per Common Share Stockholders’ Representative Expense Amount, if any, multiplied by the number of Rollover Shares contributed by such Rollover Holder.
Sample 1
Rollover Investment. Immediately following the satisfaction of the conditions to Closing under the Merger Agreement (other than those conditions that by their nature can only be satisfied at the Closing) but prior to the Effective Time, each Rollover Investor identified as a “Rollover Investor” on Annex A shall contribute, transfer, and assign to Parent all of its right, title, and interest in and to the number of Rollover Shares set forth opposite such Rollover Investor’s name on Annex A, free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever (other than restrictions on the right to sell or otherwise dispose of such shares imposed by securities laws) (the “Rollover”), in exchange for Parent Shares in the amount set forth opposite such Rollover Investor’s name on Annex A.
Sample 1

Related to Rollover Investment

  • 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: $ .]

  • Equity Investment “Equity Investment” shall mean pursuant to IRC § 45D(b)(6) and 26

  • Rollover Contributions Generally, a rollover is a movement of cash or assets from one retirement plan to another. If you are required to take minimum distributions because you are age 70½ or older, you may not roll over any required minimum distributions. Both the distribution and the rollover contribution are reportable when you file your income taxes. You must irrevocably elect to treat such contributions as rollovers. IRA-to-IRA Rollover: You may withdraw, tax free, all or a portion of your Traditional IRA if you contribute the amount withdrawn within 60 days from the date you receive the distribution into the same or another Traditional IRA as a rollover. To complete a rollover of a SIMPLE IRA distribution to your Traditional IRA, at least two years must have elapsed from the date on which you first participated in any SIMPLE IRA plan maintained by the employer, and you must contribute the distribution within 60 days from the date you receive it. Only one IRA distribution within any 12-month period may be rolled over in an IRA-to-IRA rollover transaction. The 12-month waiting period begins on the date you receive an IRA distribution that you subsequently roll over, not on the date you complete the rollover transaction. If you roll over the entire amount of an IRA distribution (including any amount withheld for federal, state, or other income taxes that you did not receive), you do not have to report the distribution as taxable income. Any amount not properly rolled over within the 60-day period will generally be taxable in the year distributed (except for any amount that represents basis) and may be, if you are under age 59½, subject to the premature distribution penalty tax. Employer Retirement Plan-to-Traditional IRA Rollover (by Traditional IRA Owner): Eligible rollover distributions from qualifying employer retirement plans may be rolled over, directly or indirectly, to your Traditional IRA. Qualifying employer retirement plans include qualified plans (e.g., 401(k) plans or profit sharing plans), governmental 457(b) plans, 403(b) arrangements and 403(a) arrangements. Amounts that may not be rolled over to your Traditional IRA include any required minimum distributions, hardship distributions, any part of a series of substantially equal periodic payments, or distributions consisting of Xxxx 401(k) or Xxxx 403(b) assets. To complete a direct rollover from an employer plan to your Traditional IRA, you must generally instruct the plan administrator to send the distribution to your Traditional IRA Custodian. To complete an indirect rollover to your Traditional IRA, you must generally request that the plan administrator make a distribution directly to you. You typically have 60 days from the date you receive an eligible rollover distribution to complete an indirect rollover. Any amount not properly rolled over within the 60-day period will generally be taxable in the year distributed (except for any amount that represents after-tax contributions) and may be, if you are under age 59½, subject to the premature distribution penalty tax. If you choose the indirect rollover method, the plan administrator is typically required to withhold 20% of the eligible rollover distribution amount for purposes of federal income tax withholding. You may, however, make up the withheld amount out of pocket and roll over the full amount. If you do not make up the withheld amount out of pocket, the 20% withheld (and not rolled over) will be treated as a distribution, subject to applicable taxes and penalties. Conduit IRA: You may use your IRA as a conduit to temporarily hold amounts you receive in an eligible rollover distribution from an employer’s retirement plan. Should you combine or add other amounts (e.g., regular contributions) to your conduit IRA, you may lose the ability to subsequently roll these funds into another employer plan to take advantage of special tax rules available for certain qualified plan distribution amounts. Consult your tax advisor for additional information. Employer Retirement Plan-to-Traditional IRA Rollover (by Inherited Traditional IRA Owner): Please refer to the section of this document entitled “Inherited IRA”. Traditional IRA-to-Employer Retirement Plan Rollover: If your employer’s retirement plan accepts rollovers from IRAs, you may complete a direct or indirect rollover of your pre-tax assets in your Traditional IRA into your employer retirement plan. If you are required to take minimum distributions because you are age 70½ or older, you may not roll over any required minimum distributions. Rollover of Exxon Xxxxxx Settlement Income: Certain income received as an Exxon Xxxxxx qualified settlement may be rolled over to a Traditional IRA or another eligible retirement plan. The amount contributed cannot exceed the lesser of $100,000 (reduced by the amount of any qualified settlement income contributed to an eligible retirement plan in prior tax years) or the amount of qualified settlement income received during the tax year. Contributions for the year can be made until the due date for filing your return, not including extensions.

  • Investment Limitation The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the Shares in such a manner as would require the Company or any of its subsidiaries to register as an investment company under the Investment Company Act.

  • INITIAL INVESTMENT The Advisor has contributed to the Company $200,000 in exchange for 20,000 Equity Shares (the "Initial Investment"). The Advisor may not sell these shares while the Advisory Agreement is in effect, although the Advisor may transfer such shares to Affiliates. The restrictions included above shall not apply to any Equity Shares, other than the Equity Shares acquired through the Initial Investment, acquired by the Advisor or its Affiliates. The Advisor shall not vote any Equity Shares it now owns, or hereafter acquires, in any vote for the removal of Directors or any vote regarding the approval or termination of any contract with the Advisor or any of its Affiliates.

  • Loans from the General Partner; Loans or Contributions from the Partnership or Group Members (a) The General Partner or any of its Affiliates may lend to any Group Member, and any Group Member may borrow from the General Partner or any of its Affiliates, funds needed or desired by the Group Member for such periods of time and in such amounts as the General Partner may determine; provided, however, that in any such case the lending party may not charge the borrowing party interest at a rate greater than the rate that would be charged the borrowing party or impose terms less favorable to the borrowing party than would be charged or imposed on the borrowing party by unrelated lenders on comparable loans made on an arm’s-length basis (without reference to the lending party’s financial abilities or guarantees), all as determined by the General Partner. The borrowing party shall reimburse the lending party for any costs (other than any additional interest costs) incurred by the lending party in connection with the borrowing of such funds. For purposes of this Section 7.6(a) and Section 7.6(b), the term “Group Member” shall include any Affiliate of a Group Member that is controlled by the Group Member.

  • Other Investments Other than equity securities held in the ordinary course of business for cash management purposes, the Company does not own or hold the right to acquire any equity securities, ownership interests or voting interests (including voting debt) of, or securities exchangeable or exercisable therefor, or investments in, any other Person.

  • PIPE Investment (a) Unless otherwise approved in writing by the Company, no Acquiror Party shall permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), of any provision under any of the Subscription Agreements in a manner adverse to the Company and/or its Subsidiaries. Acquiror shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: (i) satisfy in all respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply with its obligations thereunder, (ii) in the event that all conditions in the Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements in accordance with the terms thereof; (iii) confer with the Company regarding timing of the Expected Closing Date (as defined in the Subscription Agreements); and (iv) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations immediately prior to the First Merger. Without limiting the generality of the foregoing, Acquiror shall give the Company, prompt written notice: (A) of any amendment to any Subscription Agreement; (B) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any material breach or default) by any party to any Subscription Agreement known to any Acquiror Party; (C) of the receipt of any material notice or other communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement in any material respects; and (D) if Acquiror does not expect to receive all or any portion of the PIPE Investment Amount on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements.

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