Rollover and Contribution Agreement definition

Rollover and Contribution Agreement has the meaning set forth in the Recitals.
Sample 1Sample 2Sample 3
Rollover and Contribution Agreement means the Rollover and Contribution Agreement entered into as of the date hereof by and among the Company, Family LLC and the Family Shareholders, an executed copy of which is attached as Exhibit D hereto.
Sample 1Sample 2

Examples of Rollover and Contribution Agreement in a sentence

  • With respect to any Rollover Shares, in accordance with its Rollover and Contribution Agreement, Equity Investor shall, immediately prior to the Closing contribute to Parent, and Parent desires to accept from such Equity Investor, all of its Rollover Shares.

  • Two other possibilities are appointment of an all-party or “national unity” government that would ease fears of possi- ble AL rigging.

  • As of the date hereof, Xxx Xxxxx owns, and as of the consummation of the transactions contemplated by the Rollover and Contribution Agreement, the Family Shareholders will own, all of the membership interests of Family LLC.

  • In accordance with its Rollover and Contribution Agreement, each Equity Investor will contribute cash and/or existing shares held by such Equity Investor in the Company (the “Rollover Shares”), in each case, in the amounts set forth opposite such Equity Investor’s name on Exhibit B hereto (such amount with respect to each Equity Investor, the “Aggregate Equity Commitment”).

  • The following table could illustrate at a glance how women in Indonesia are still under-represented.

  • No event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Family LLC, Parent or the Family Shareholders under the Rollover and Contribution Agreement.

  • If a Delaware title is being presented for transfer and the applicant has no Bill of Sale or the reverse side of the Delaware title does not indicate the purchase price, the document fee is to be based on the current average trade-in value as listed in the current N.A.D.A Guide.

  • Section 4.11 of the Parent Disclosure Schedule sets forth a complete and correct statement of the capitalization of Parent as of the date hereof and as of immediately prior to the consummation of the transactions contemplated by the Rollover and Contribution Agreement.

  • During the period from the date of this Agreement to the Closing Date, except as consented to in writing by Purchaser or as otherwise expressly contemplated by this Agreement, the Senior Commitment Letters, the Merger Agreement or the Rollover and Contribution Agreement, neither the Company nor any of its Subsidiaries shall take any action that, if taken after the Closing Date, would require approval of Purchaser under Article FOURTH of the Charter.

  • Immediately following the consummation of the transactions contemplated by this Agreement and by the Rollover and Contribution Agreement, 100 shares of Company Common Stock shall be issued and outstanding, all of which shall be held beneficially and of record by Family LLC, and a number of shares of Company Series A Preferred Stock equal to the number of Purchased Preferred Shares shall be issued and outstanding, all of which shall be issued pursuant to this Agreement.

Related to Rollover and Contribution Agreement

  • Contribution Agreements has the meaning set forth in the Recitals.

  • Sale and Contribution Agreement means the Sale and Contribution Agreement, dated as of the Closing Date, among the Servicer, the Transferor and the Borrower, as such agreement may be amended, amended and restated, supplemented or otherwise modified from time to time.

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Allocation Agreement or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

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

  • Distribution Agreements means the Amended and Restated Distribution and License Agreements dated as of November 30, 1992 between Bollore and North Atlantic Operating Corporation, Inc., a Delaware corporation and subsidiary of Turning Point, relating to (i) the United States and (ii) Canada, each as amended by a Restated Amendment dated June 25, 1997 and Amendments dated respectively October 22, 1997, October 7, 1999, October 20, 1999, June 19, 2002, February 28, 2005 and April 20, 2006, and the License and Distribution Agreement, dated March 19, 2013, between Bollore and North Atlantic Operating Corporation, Inc., in each case as so amended and as may hereafter be amended, modified or superseded, and any other related agreements between or among such parties.

  • Deferred Compensation Agreement means an agreement to participate and to defer compensation between a Participant and the Company in such form and consistent with terms of the Plan as the Company may prescribe from time to time.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Participation Agreement means, with respect to each Indenture, the "Participation Agreement" referred to therein.

  • Termination Agreement has the meaning set forth in the Recitals.

  • 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)).

  • Rollover Contributions means, for any Participant, his rollover contributions as provided in Section 7.1.

  • Foundation Agreement means the agreement dated the 20th February 1985 made between the Trustee, the Manager, Xxxxxxxx, Genting WA and Tileska providing for the subscription of Units and Options;

  • Salary Reduction Agreement means an agreement between a dis- trict and an employee to reduce the employee’s salary for the pur- pose of making direct contributions to or purchases of a qualified investment product. Art. 6228a-5, Sec. 4(5), Tex. Rev. Civ. Stat.

  • Distribution Agreement has the meaning set forth in the recitals to this Agreement.

  • Rollover means the renewal of all or any part of any LIBOR Rate Loan upon the expiration of the Interest Period with respect thereto, pursuant to Section 2.3.

  • Applicable Participation Agreement Has the meaning specified in Section 5.01(b) of this Trust Supplement.

  • Diversion agreement means a mechanism designed to hold a child accountable for his or her behavior and, if appropriate, securing services to serve the best interest of the child and to provide redress for that behavior without court action and without the creation of a formal court record;

  • Transition Agreement has the meaning set forth in Section 12.8.1.

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

  • 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.

  • Retention Agreements has the meaning set forth in Section 5.11(e).