Tax-Free Rollover Sample Clauses

Tax-Free Rollover. The rollover was structured as a tax-free rollover of the Rollover Shares. Pursuant to Schedule D of the Agreement, the Company hereby agrees to gross up Xx. Xxxxxxx and the Additional Investors for any taxes they incur in connection with the rollover not being tax-free, and if necessary, Xx. Xxxxxxx and the Additional Investors hereby agree to work with One Equity Partners II, L.P. in good faith to attempt to develop a plan to minimize such taxes in a financially neutral manner to Xx. Xxxxxxx and the Additional Investors to be determined in Xx. Xxxxxxx’x sole judgment.
Sample 1
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Tax-Free Rollover. Subject to the provisions of Section 3.2(b), NYSE Group, Holdco and Euronext shall cooperate and use reasonable best efforts to cause, where possible, the conversion of all Euronext Stock Options and Euronext Stock-Based Awards into Holdco Stock Options or Holdco Stock-Based Awards (as applicable) as set forth in Section 3.2(a) not to be a taxable transaction for the holders of these Euronext Stock Options or Euronext Stock-Based Awards; provided that nothing in this Section 3.2(c) shall (A) limit or prohibit Holdco from undertaking the Post-Closing Reorganization in the time or manner that Holdco shall determine, subject to the requirements of Sections 3.1(a) and 3.1(b), or (B) subject to Section 3.2(b), require Holdco to compensate any holder of a Euronext Stock Option or Euronext Stock-Based Award for any Taxes or social security charges incurred or borne by such holder. Any adjustment to Euronext Stock Options or Stock-Based Awards shall comply with the requirements of Section 409A of the Code, to the extent applicable.
Sample 1

Related to Tax-Free Rollover

  • Direct Rollover A direct rollover is a payment by the Plan to the eligible retirement plan specified by the distributee.

  • 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 Contributions An amount which qualifies as a rollover contribution pursuant to the Federal Internal Revenue Code may be transferred to and paid under this contract as a contribution for a Participant. Prudential may require proof that the amount paid so qualifies.

  • Direct Rollovers (a) This section applies to distributions made on or after January 1, 1993. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee's election under this part, a distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an eligible rollover distribution, that is equal to at least $500, paid directly to an eligible retirement plan specified by the distributee in a direct rollover.

  • PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS The Plan: (Choose (a) or (b); (c) is available only with (b)) [X] (a) Does not permit Participant nondeductible contributions. [ ] (b) Permits Participant nondeductible contributions, pursuant to Section 14.04 of the Plan.

  • Qualified Nonelective Contributions If the Employer, at the time of contribution, designates a contribution to be a qualified nonelective contribution for the Plan Year, the Advisory Committee will allocate that qualified nonelective contribution to the Qualified Nonelective Contributions Account of each Participant eligible for an allocation of that designated contribution, as specified in Section 3.04 of the Employer's Adoption Agreement. The Advisory Committee will make the allocation to each eligible Participant's Account in the same ratio that the Participant's Compensation for the Plan Year bears to the total Compensation of all eligible Participants for the Plan Year. The Advisory Committee will determine a Participant's Compensation in accordance with the general definition of Compensation under Section 1.12 of the Plan, as modified by the Employer in Sections 1.12 and 3.06 of its Adoption Agreement.

  • Code Section 83(b) Election The Participant shall be permitted to make an election under Code Section 83(b), to include an amount in income in respect of the Award of Restricted Stock in accordance with the requirements of Code Section 83(b).

  • Contribution Allocation The Advisory Committee will allocate deferral contributions, matching contributions, qualified nonelective contributions and nonelective contributions in accordance with Section 14.06 and the elections under this Adoption Agreement Section 3.04.

  • FORFEITURE ALLOCATION Subject to any restoration allocation required under Sections 5.04 or 9.14, the Advisory Committee will allocate a Participant forfeiture in accordance with Section 3.04: (Choose (a) or (b); (c) and (d) are optional in addition to (a) or (b))

  • Qualified Matching Contributions If selected below, the Employer may make Qualified Matching Contributions for each Plan Year (select all those applicable):

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