Holdco Election definition

Holdco Election has the meaning ascribed thereto in Section 2.3;
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Holdco Election has the meaning ascribed to such term in Section 2.4(a);
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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

  • Parent agrees that the Offer will provide that the Shareholders may make a Holdco Election in accordance with Section 1.2 of the Pre-Acquisition Agreement.

  • 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.

  • 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 meet any of the specified conditions or to properly enter into or deliver a Holdco Document will disentitle such Qualifying Holdco Shareholder from the Holdco Alternative.

  • 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 Qualifying Holdco Shareholder to properly elect the Holdco Alternative on or prior to the Holdco Election Date will disentitle such Qualifying Holdco Shareholder from the Holdco Alternative.

  • Upon request by a Qualifying Holdco Shareholder, the Purchaser may in its sole discretion agree to waive any of the requirements for making a Qualifying Holdco Election described above.

  • If any Seller is entitled to and chooses to make the Holdco Election, compliance with the requirements of the Holdco Election, including the entering into of a Holdco Agreement, shall be deemed to satisfy such Seller's obligation to tender the Subject Shares held by such Seller under the Offer as herein provided for.

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).

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

  • 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.

  • 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.

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

  • Elective Contribution means the Employer contributions to the Plan of Deferred Compensation excluding any such amounts distributed as excess “annual additions” pursuant to Section 4.11(a). In addition, any Employer Qualified Non-Elective Contribution made pursuant to Section 4.7(b) which is used to satisfy the “Actual Deferral Percentage” tests shall be considered an Elective Contribution for purposes of the Plan. Any contributions deemed to be Elective Contributions (whether or not used to satisfy the “Actual Deferral Percentage” tests or the “Actual Contribution Percentage” tests) shall be subject to the requirements of Sections 4.2(b) and 4.2(c) and shall further be required to satisfy the nondiscrimination requirements of Regulation 1.401(k)-1(b)(5) and Regulation 1.401(m)-1(b)(5), the provisions of which are specifically incorporated herein by reference.