FMC Lithium Assets Contribution definition

FMC Lithium Assets Contribution means the direct or indirect transfer (in one or more transactions) by FMC and its subsidiaries to FMC Lithium USA WEIL:\96678340\8\35899.0596
FMC Lithium Assets Contribution has the meaning specified in the recitals to this Agreement. “Foreign Currency Equivalent” means, with respect to any amount in Dollars, the amount of an Alternate Currency that could be purchased with such amount of Dollars using the 20 -
FMC Lithium Assets Contribution has the meaning specified in the recitals to this Agreement.

Examples of FMC Lithium Assets Contribution in a sentence

  • Effective as of the Amendment Effective Date (as defined below): (a) Section 1.01 of the Term Loan Agreement is hereby amended to add the following new defined term in its correct alphabetical order: “Permitted Separation Transactions” means the FMC Lithium Assets Contribution, the Lithium Spinco Contribution, the Lithium IPO and the Livent Revolving Credit Facility and any ancillary or related transactions contemplated thereby.

  • Effective as of the Amendment Effective Date (as defined below): (a) Section 1.01 of the Credit Agreement is hereby amended to add the following new defined term in its correct alphabetical order: “Permitted Separation Transactions” means the FMC Lithium Assets Contribution, the Lithium Spinco Contribution, the Lithium IPO and the Livent Revolving Credit Facility and any ancillary or related transactions contemplated thereby.


More Definitions of FMC Lithium Assets Contribution

FMC Lithium Assets Contribution means the direct or indirect transfer (in one or more transactions) by FMC and its subsidiaries to FMC Lithium USA Corp., a Delaware corporation (“Lithium Opco”), of the portions of the FMC Lithium Assets that were not owned by Lithium Opco or any of its subsidiaries prior to such transfer, in exchange for certain equity interest in Lithium Opco, (ii) “FMC Lithium Assets” shall mean certain assets, liabilities and operations of FMC Corporation and certain of its subsidiaries that are used for the manufacturing of lithium for use in lithium products, which are used primarily in energy storage, specialty polymers and chemical synthesis, (iii) “Lithium Spinco Contribution” shall mean the direct or indirect transfer (in one or more transactions) by FMC Corporation of (a) 100% of the equity interest it holds in Lithium Opco, (b) the equity interest it holds in FMC Chemicals Limited (UK), (c) the equity interest it holds in FMC Switzerland IV GmbH, and (d) the equity interest it holds in Lithium Singapore Private Limited, in each case, to Livent Corporation (“Livent”) in exchange for certain equity interest in Livent and cash, if any, (iv) “Lithium IPO” shall mean the initial underwritten public offering of common equity interests in Livent pursuant to an effective registration statement filed with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended from time to time and (v) “Livent Revolving Credit Facility” shall mean (a) the $400,000,000 senior secured revolving credit facility, dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Livent, certain of Livent’s subsidiaries from time to time party thereto, Citibank, N.A., as administrative agent, each lender from time to time party thereto and the other parties party thereto, (b) all liens, pledges, guarantees and other obligations provided or incurred in connection therewith and (c) any borrowing or other extensions of credit thereunder, including letters of credit. (b) Article VI of the Term Loan Agreement is hereby amended to add the following new Section 6.05: “SECTION 6.05.

Related to FMC Lithium Assets Contribution

  • Initial Contribution means that contribution each Participant has made or agrees to make pursuant to Section 5.1.

  • Catch-Up Contribution means an Elective Deferral made to the Plan by a Catch-Up Eligible Participant that, during any taxable year of such Participant, exceeds one of the following:

  • Cash Contribution refers to a direct payment of Contribution in Canadian currency.

  • Catch-Up Contributions means Salary Reduction Contributions made to the Plan that are in excess of an otherwise applicable Plan limit and that are made by Participants who are Age 50 or over by the end of their taxable years. An “otherwise applicable Plan limit” is a limit in the Plan that applies to Salary Reduction Contributions without regard to Catch-up Contributions, such as the limits on Annual Additions, the dollar limitation on Salary Reduction Contributions under Code Section 402(g) (not counting Catch-up Contributions) and the limit imposed by the Actual Deferral Percentage (ADP) test under Code Section 401(k)(3). Catch-up Contributions for a Participant for a taxable year may not exceed the dollar limit on Catch-up Contributions under Code Section 414(v)(2)(B)(i) for the taxable year. The dollar limit on Catch-up Contributions under Code Section 414(v)(2)(B)(i) is $1,000 for taxable years beginning in 2002, increasing by $1,000 for each year thereafter up to $5,000 for taxable years beginning in 2006 and later years. After 2006, the $5,000 limit will be adjusted by the Secretary of the Treasury for cost-of-living increases under Code Section 414(v)(2)(C). Any such adjustments will be in multiples of $500.

  • Accumulated contributions means the sum of all

  • Cash contributions means the re- cipient’s cash outlay, including the outlay of money contributed to the re- cipient by third parties.

  • In-kind contribution means a contribution of goods or services received by a candidate committee, joint candidates committee, political committee, continuing political committee, political party committee, or legislative leadership committee, which contribution is paid for by a person or entity other than the recipient committee, but does not include services provided without compensation by an individual volunteering a part of or all of his or her time on behalf of a candidate or committee.

  • Seller 401(k) Plan has the meaning set forth in Section 6(e) below.

  • Contribution Date has the meaning set forth in Section 4.3 hereof.

  • Defined Contribution Plan A retirement plan which provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant's account, and any income, expenses, gains and losses, and any forfeitures of accounts of other participants which the plan may allocate to such participant's account. The Advisory Committee must treat all defined contribution plans (whether or not terminated) maintained by the Employer as a single plan. Solely for purposes of the limitations of Part 2 of this Article III, the Advisory Committee will treat employee contributions made to a defined benefit plan maintained by the Employer as a separate defined contribution plan. The Advisory Committee also will treat as a defined contribution plan an individual medical account (as defined in Code Section 415(l)(2)) included as part of a defined benefit plan maintained by the Employer and, for taxable years ending after December 31, 1985, a welfare benefit fund under Code Section 419(e) maintained by the Employer to the extent there are post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)).

  • Defined Contribution Dollar Limitation means, for any Limitation Year, $46,000, as adjusted for increases in the cost-of-living under Code section 415(d). If a short Limitation Year is created because of a Plan amendment changing the Limitation Year to a different 12-consecutive month period, the Defined Contribution Dollar Limitation for the short Limitation Year will not exceed the amount determined in the preceding sentence multiplied by a fraction, the numerator of which is the number of months in the short Limitation Year and the denominator of which is 12.

  • Defined Contribution Plan Fraction for a Limitation Year shall mean a fraction, (A) the numerator of which is the sum of the Participant's Annual Additions under all defined contribution plans (whether or not terminated) maintained by the Employer for the current year and all prior Limitation Years (including annual additions attributable to the Participant's nondeductible employee contributions to all defined benefit plans (whether or not terminated) maintained by the Employer), and (B) the denominator of which is the sum of the maximum aggregate amounts for the current year and all prior Limitation Years with the Employer (regardless of whether a defined contribution plan was maintained by the Employer). "Maximum aggregate amounts" shall mean the lesser of (I) the product of 1.25 (or such adjustment as required under Section 12.4) and the dollar limitation in effect under Section 415(c)(1)(A) of the Code, adjusted as prescribed by the Secretary of the Treasury under Section 415(d) of the Code, or (II) the product of 1.4 and the amount that may be taken into account under Section 415(c)(1)(B) of the Code; provided, however, that the Committee may elect, on a uniform and nondiscriminatory basis, to apply the special transition rule of Section 415(e)(7) of the Code applicable to Limitation Years ending before January 1, 1983 in determining the denominator of the Defined Contribution Plan Fraction. If the Employee was a Participant as of the end of the first day of the first Limitation Year beginning after December 31, 1986, in one or more defined contribution plans maintained by the Employer which were in existence on May 6, 1986, the numerator of this fraction will be adjusted if the sum of this fraction and the defined benefit fraction would otherwise exceed 1.0 under the terms of this Plan. Under the adjustment, an amount equal to the product of (1) the excess of the sum of the fractions over 1.0 times (2) the denominator of this fraction, will be permanently subtracted from the numerator of this fraction. The adjustment is calculated using the fractions as they would be computed as of the end of the last Limitation Year beginning before January 1, 1987, and disregarding any changes in the terms and conditions of the Plan made after May 5, 1986, but using the Section 415 limitation applicable to the first Limitation Year beginning on or after January 1, 1987. The annual addition for any Limitation Year beginning before January 1, 1987, shall not be recomputed to treat all Employee contributions as Annual Additions.

  • Excess Contribution means a contribution that exceeds the

  • Additional Contribution Each Member's pro-rata portion of a Required Amount, determined by multiplying the Required Amount by each Member's Interest.

  • Distribution facilities means electric facilities located in Delaware that are owned by a public utility that operate at voltages of 34,500 volts or below and that are used to deliver electricity to Retail Electric Customers, up through and including the point of physical connection with electric facilities owned by the Retail Electric Customer.

  • Company Contribution means that portion of the main extension costs which the Company will fund based upon the following formula:

  • Production facility means a facility in California at which gasoline or CARBOB is produced. Upon request of a producer, the executive officer may designate, as part of the producer's production facility, a physically separate bulk storage facility which (A) is owned or leased by the producer, and (B) is operated by or at the direction of the producer, and (C) is not used to store or distribute gasoline or CARBOB that is not supplied from the production facility.

  • Additional contributions means contributions made by a member of a defined benefit plan to