The EOC Contribution Sample Clauses

The EOC Contribution. 2.2.1 Upon the terms and subject to the conditions set forth in this Agreement, at Closing, Banyan shall sell, transfer, convey, contribute and deliver to Partnership all of Banyan’s EOC Units, which represent all of the EOC Units outstanding that are not owned by EOP, and shall execute and deliver to Partnership an Assignment and Transfer of Interest in the form of Exhibit O-2 hereto. 2.2.2 In exchange for the contribution of the EOC Units to Partnership, at the direction of Banyan, Partnership shall pay or issue to Banyan (i) at the Closing, an amount equal to the number of EOC Units held by Banyan immediately prior to Closing, multiplied by the EOC Per Unit Cash Consideration (and together with the EOC Earn-Out Payments, the “EOC Per Unit Consideration”), and (ii) thereafter, the EOC Earn-Out Payments, if any, in accordance with the terms and conditions of Section 3.4, and Banyan shall have no rights with respect thereto. 2.2.3 If, between the date of this Agreement and the Closing, the outstanding EOC Units shall have been changed into a different number of units or a different class by reason of any reclassification, recapitalization, dividend, split-up, combination, exchange of units or similar adjustment, without limiting any other rights hereunder, the EOC Per Unit Consideration shall be ratably adjusted; provided that nothing in this Section 2.2.3 shall be construed to permit EOC to take any action with respect to its Equity Interests that is prohibited or not expressly permitted by the terms of this Agreement.
View Source

Related to The EOC Contribution

  • The Contribution Prior to the Effective Time, and subject to the terms and conditions set forth in the Distribution Agreement, Grace intends to cause the transfer to a wholly owned subsidiary of Grace-Conn. ("Packco") of certain assets and liabilities of Grace and its subsidiaries predominantly related to the Packaging Business (the "Contribution"), as contemplated by the Distribution Agreement and the Other Agreements.

  • Catch-Up Contributions In the case of a Traditional IRA Owner who is age 50 or older by the close of the taxable year, the annual cash contribution limit is increased by $1,000 for any taxable year beginning in 2006 and years thereafter.

  • Employer Contribution (a) An Employer contribution for health and dental benefits will only be made for each active employee who has at least eighty (80) paid regular hours in a month and who is eligible for medical insurance coverage, unless otherwise required by law. (b) It is understood that the administrative intent of this Article is that the Employer contribution is made for individuals who are participants in the medical insurance coverages. Participation will mean that eligible less-than-full-time employees who drop out of coverage will be considered to participate. Additionally, employees who elect to opt out of coverage for a cash incentive will be considered to participate.

  • Retirement Contribution 1. The State shall, as permitted by 5 M.R.S.A. §17702 §§s5 and 6, pay its cost of the 6.5% or 7.5% retirement contribution for employees in the bargaining unit who are covered under special Law Enforcement retirement plans. 2. The State shall, as permitted by 5 M.R.S.A. §17702 §§s5 and 6, pay the cost of the 6.5% or 7.5% retirement contribution for employees in the following classifications.

  • Payment of Contributions The College and eligible academic staff members of the plan shall each contribute one-half of the contributions to the Academic and Administrative Pension Plan.