Holdco Election definition

Holdco Election has the meaning ascribed thereto in Section 2.3;
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Holdco Election. Holdco Election Deadline”, “Holdco Indemnity Agreement”, “Holdco Shareholders” and “Holdco Shares” have the meanings ascribed thereto in Section 2.1(2);
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Examples of Holdco Election in a sentence

  • Failure of any Qualifying Holdco Shareholder to properly elect the Holdco Alternative on or prior to the Holdco Election Date or failure of any Qualifying Holdco Shareholder to properly enter into a Holdco Agreement will disentitle such Qualifying Holdco Shareholder from the Holdco Alternative.

  • Failure of any holder of TrizecHahn Shares to properly make a Holdco Election on or prior to the Holdco Election Deadline or failure of Holdco Shareholders to properly enter into a Holdco Agreement will disentitle such shareholders to the Holdco Election.

  • Failure of any Qualifying Holdco Shareholder to elect the Holdco Alternative on or prior to the Holdco Election Date or failure of any Qualifying Holdco Shareholder to enter into a Holdco Agreement will disentitle such Qualifying Holdco Shareholder from the Holdco Alternative.

  • Failure of any Holdco Shareholder to properly make a Holdco Election on or prior to the Holdco Election Deadline or failure of Holdco Shareholders to properly enter into a Holdco Agreement will disentitle such Holdco Shareholders to the Holdco Election.

  • In addition to any other restrictions in section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) any Holdco in respect of which a Holdco Election has been made; (ii) Optionholders; and (iii) Shareholders who vote in favour of the Arrangement Resolution, enter into a Holdco Agreement or make a Holdco Election and have not revoked such vote or election or terminated such agreement.

  • Failure of any Holdco Shareholder to properly make a Holdco Election on or prior to the Holdco Election Deadline, or failure of any Holdco Shareholder to properly enter into a Holdco Agreement, will disentitle such Holdco Shareholder to the Holdco Election.

  • In the event that the terms and conditions of such Holdco Election or any transactions involved in the Holdco Election are not satisfactory to Parent, acting reasonably, no Holdco Election shall be offered and the other transactions contemplated by this Agreement shall be completed subject to the other terms and conditions hereof.

  • Such indemnification obligations shall be on a joint and several basis amongst all Related Parties (which for greater certainty in the case of the Locked-up Subject Persons other than Xxxx Xxxxx includes the members of the Xxxxxx family) making a Holdco Election except that with respect to the ‘Bump Covenants’ specified in paragraph (c) above, such indemnity obligations shall be on a several and not joint basis.

  • We look forward to seeing you in the Whitsundays for a sensational week of cruising, relaxation and fun!Best regards,Mark ElkingtonManaging Director – Multihull Solutions ENTRY FORM & BRIEF ITINERARY This is a draft version of the event itinerary to give you a fair indication of the activities planned.

  • Failure of any Qualifying Holdco Shareholder to properly elect the Holdco Alternative on or prior to the Holdco Election Date or failure of any Qualifying Holdco Shareholder to properly enter into the Holdco Agreements will disentitle such Qualifying Holdco Shareholder from the Holdco Alternative.

Related to Holdco Election

  • 10) Election has the meaning set forth in Section 6.05(a).

  • LCA Election has the meaning specified in Section 1.09(a).

  • Section 336(e) Election has the meaning set forth in Section 7.06.

  • Exchange Election shall have the meaning specified in Section 14.12(a).

  • Statewide popular election means a general election in which votes are cast for

  • Regular election means an election held on a regular election date to elect an individual to, or nominate an individual for, elective office in the regular course of the terms of that elective office.

  • Safe Harbor Election has the meaning set forth in Section 10.2(d).

  • Primary election means any regular primary election held under the election

  • Stock Election shall have the meaning set forth in Section 3.2.2.

  • Distribution Election With respect to any Series, as specified in the related Supplement.

  • REMIC Election An election, for federal income tax purposes, to treat certain assets as a REMIC.

  • Non-Elective Contribution means the Employer contributions to the Plan excluding, however, contributions made pursuant to the Participant's deferral election provided for in Section 4.2 and any Qualified Non-Elective Contribution used in the "Actual Deferral Percentage" tests.

  • Mixed Election has the meaning set forth in Section 3.01(b)(iii).

  • LCT Election has the meaning assigned to such term in Section 1.06.

  • Notice of Final Distribution The notice to be provided pursuant to Section 9.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof.

  • Election judge means a poll worker that is assigned to:

  • Election cycle means the period beginning on the first day persons are eligible to

  • Qualified Election means a Participant's waiver of a Qualified Joint and Survivor Annuity or a Qualified Pre-Retirement Survivor Annuity. Any such waiver must be consented to in writing by the Participant's Spouse. The Spouse's consent must: designate a specific Beneficiary (including any class of Beneficiaries or any contingent Beneficiaries, which may not be changed without spousal consent) or expressly permits designations by the Participant without any further spousal consent; acknowledge the effect of the election; and be witnessed by a member of the Committee or a Notary Public. Additionally, a Participant's waiver of the Qualified Joint and Survivor Annuity shall not be effective unless the election designates a form of benefit payment which may not be changed without spousal consent (or the Spouse expressly permits designations by the Participant without any further spousal consent). Notwithstanding this consent requirement, if the Participant establishes to the satisfaction of a member of the Committee that there is no Spouse or the Spouse cannot be located, a waiver will be deemed a Qualified Election. Any spousal consent (or deemed spousal consent) obtained under this provision will be valid only with respect to such Spouse. A consent that permits designations by the Participant without further consent by such Spouse must acknowledge that the Spouse has the right to limit consent to a specific Beneficiary and, where applicable, a specific form of benefit, and that the Spouse voluntarily elects to relinquish either or both of such rights. A revocation of a prior waiver may be made by a Participant without the consent of the Spouse at any time before the commencement of benefits. The number of revocations shall not be limited. No consent obtained under this provision shall be valid unless the Participant has received notice as provided in paragraph (b) below.

  • Qualified Non-Elective Contribution means any Employer contributions made pursuant to Section 4.1(c) and Section 4.6(b) and Section 4.8(f). Such contributions shall be considered an Elective Contribution for the purposes of the Plan and may be used to satisfy the "Actual Deferral Percentage" tests or the "Actual Contribution Percentage" tests.

  • Rollover Contribution means any rollover contribution to the Plan made by a Participant as may be permitted under Article V.

  • Election Form means the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.

  • Deferral Election means the Participant’s election under Section 3.1 to defer all or a portion of his or her Compensation.

  • Distribution Election Form means the form established from time to time by the Plan Administrator that the Director completes, signs and returns to the Plan Administrator to designate the time and form of distribution.

  • Regular primary election means the election on the fourth Tuesday of June of

  • Cash Election shall have the meaning set forth in Section 3.2.2.

  • Elective Contribution means the Employer's contributions to the Plan of Deferred Compensation excluding any such amounts distributed as excess "annual additions" pursuant to Section 4.10(a). In addition, any Employer Qualified Non-Elective Contribution made pursuant to Section 4.6 shall be considered an Elective Contribution for purposes of the Plan. Any such contributions deemed to be Elective Contributions shall be subject to the requirements of Sections 4.2(b) and 4.2(c) and shall further be required to satisfy the discrimination requirements of Regulation 1.401(k)-1(b)(5), the provisions of which are specifically incorporated herein by reference.