Transfer of Certain Non-U Sample Clauses

Transfer of Certain Non-U. S. Pension Assets. ------------------------------------------- (I) At or prior to the applicable International Closing, Intergraph shall contribute in cash to the underlying trusts (or comparable funding arrangements) of the EDS pension plans (the "EDS Pension Trusts") or in the case of an unfunded book reserve maintained by Intergraph or an Affiliate of Intergraph, to USI (which shall accept such funds on behalf of EDS) an amount equal to the Projected Benefit Obligation value ("PBO") of the benefits accrued for and in respect of the Transitioned Employees under the applicable Intergraph pension plan as determined under the rules of the respective Intergraph pension plan and applicable law as if the Transitioned Employee's employment with a Selling Entity had terminated the day before the applicable Closing Date. The PBO will be calculated using the Intergraph pension plan rules as in effect on the applicable Closing Date and the actuarial methodology and assumptions which were applicable for the EDS annual disclosure under FAS87 as of December 31, 1997. For this purpose, each Transitioned Employee shall be deemed to have a fully vested benefit under the applicable Intergraph pension plan. Notwithstanding the foregoing, to the extent that the applicable Intergraph pension plan is a defined contribution plan, the PBO shall refer to each Transitioned Employee's full account balance credited to him or her under the Intergraph pension plan, consisting of both employee and employer contributions and any adjustments thereon due to investment performance, as of the applicable Closing Date. (II) To the extent permitted by law, all payments will be made directly from the underlying trust (or other comparable funding arrangements) of each Intergraph pension plan (the "Intergraph Pension Trusts") to the corresponding EDS Pension Trust in the respective country and, to the extent so paid, Intergraph's obligation to pay the amounts referred to in (I) above shall be correspondingly reduced. If, under applicable law the legally required minimum amount to be transferred exceeds the PBO, then such payment will in no event be less than the amount necessary to satisfy the requirements of any applicable law. (III) Intergraph shall pay interest on the amount payable to the EDS Pension Trust or USI, as the case may be, accruing for the period beginning on the day after the Principal Closing Date until the date the amount is paid to the EDS Pension Trust at the discount rate pe...
Sample 1
AutoNDA by SimpleDocs
Transfer of Certain Non-U. S. Pension Assets. I) At or prior to the applicable International Closing, Intergraph shall contribute in cash to the underlying trusts (or comparable funding arrangements) of the EDS pension plans (the "EDS Pension Trusts") or in the case of an unfunded book reserve maintained by Intergraph or an Affiliate of Intergraph, to USI (which shall accept such funds on behalf of EDS) an amount equal to the Projected Benefit Obligation value ("PBO") of the benefits accrued for and in respect of the Transitioned Employees under the applicable Intergraph pension plan as determined under the rules of the respective Intergraph pension plan and applicable law as if the Transitioned Employee's employment with a Selling Entity had terminated the day before the applicable Closing Date. The PBO will be calculated using the Intergraph pension plan rules as in effect on the applicable Closing Date and the actuarial methodology and assumptions which were applicable for the EDS annual disclosure under FAS87 as of December 31, 1997. For this purpose, each Transitioned Employee shall be deemed to have a fully vested benefit under the applicable Intergraph pension plan. Notwithstanding the foregoing, to the extent that the applicable Intergraph pension plan is a defined contribution plan, the PBO shall refer to each Transitioned Employee's full account balance credited to him or her under the Intergraph pension plan, consisting of both employee and employer contributions and any adjustments thereon due to investment performance, as of the applicable Closing Date.
Sample 1
Transfer of Certain Non-U. S. Pension Assets. Bentley and the Selling Entities shall take all steps reasonably required by the applicable law of any foreign jurisdiction to transfer the pension assets vested in any non-U.S. Transferred Employees under Intergraph's pension plan.
Sample 1

Related to Transfer of Certain Non-U

  • Termination of Certain Rights The Company's obligations under ----------------------------- Section 3.1 will terminate upon the earliest of (i) the closing of the Company's initial public offering of Common Stock pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act, or (ii) the acquisition (by merger, consolidation or otherwise) of the Company where the surviving entity is subject to the reporting requirements of the Exchange Act.

  • Transfer of Certificates In the event any Certificateholder shall wish to transfer such Certificate, the Depositor shall provide to such Certificateholder and any prospective transferee designated by such Certificateholder information regarding the Certificates and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate without registration thereof under the Securities Act, pursuant to the exemption from registration provided by Rule 144A.

  • Office for Transfer of Certificates The Trustee shall maintain in New York, New York an office or agency where Certificates may be surrendered for registration of transfer or exchange. The office of the Trustee's agent at DTC Transfer Agent Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041, Attention: Xxxxxx Xxxxx is initially designated for said purposes.

  • Notification of Certain Matters The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.

  • Cancellation of Certain Shares Each share of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

  • Suspension of Certain Obligations The Company shall not be required to comply with the provisions of subsections (f), (g) or (h) of this Section 4 during any period from the time (i) the Agents shall have suspended solicitation of offers for the purchase of Notes in their capacity as agents pursuant to a request from the Company and (ii) no Agent shall then hold any Notes purchased from the Company as principal, as the case may be, until the time the Company shall determine that solicitation of offers for the purchase of Notes should be resumed or an Agent shall subsequently purchase Notes from the Company as principal.

  • Waiver of Certain Rights Each Member irrevocably waives any right it may have to maintain any action for dissolution of the Company or for partition of the property of the Company.

  • Notification of Certain Events Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize: (a) the issuance of any dividend or other distribution on the capital stock of the Company (other than (i) dividends or distributions otherwise provided for in Section 6, (ii) repurchases of common stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase; (iii) repurchases of common stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries pursuant to rights of first refusal or first offer contained in agreements providing for such rights; or (iv) repurchases of capital stock of the Company in connection with the settlement of disputes with any stockholder ), whether in cash, property, stock or other securities; (b) the voluntary liquidation, dissolution or winding up of the Company; or (c) any transaction resulting in the expiration of this Warrant pursuant to Section 8(b); the Company shall send to the Holder of this Warrant at least ten (10) calendar days prior written notice of the date on which a record shall be taken for any such dividend or distribution specified in clause (a) or the expected effective date of any such other event specified in clause (b) or (c), as applicable. The notice provisions set forth in this section may be shortened or waived prospectively or retrospectively by the consent of the Holder of this Warrant.

  • Effect of Certain Events (a) If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, the Company shall give the holder of this Warrant thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of the transaction. (b) In case the Company shall at any time effect a Sale or Merger Transaction in which the consideration to be received by the Company or its shareholders consists in part of consideration other than cash, the holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such action, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such transaction had this Warrant been exercised immediately prior thereto.

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!