Rollover and Contribution Agreement definition

Rollover and Contribution Agreement has the meaning set forth in the Recitals.
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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.
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Examples of Rollover and Contribution Agreement in a sentence

  • 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.

  • 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.

  • 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”).

  • All debts, liabilities, obligations and contracts of Express and of the Bank, respectively, matured or unmatured, whether accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against on balance sheets, books of account, or records of Express or the Bank, as the case may be, shall be those of Surviving Bank and shall not be released or impaired by the Merger.

  • There are no conditions precedent or other contingencies related to the obligations of the Family Shareholders under the Rollover and Contribution Agreement to contribute to Family LLC or Parent prior to the Effective Time all of the Rolled Shares, other than as expressly set forth in or expressly contemplated by the Rollover and Contribution Agreement.

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

  • Density plot of the proportions of social ranks in the eighteenth-century section of the CEEC (courtesy of Harri Siirtola).

  • For the avoidance of doubt, without prejudice to the provisions of the Guaranty and Voting Agreement, in no event will the Company be entitled to enforce or seek to enforce specifically Parent’s obligation to cause the transactions contemplated by the Rollover and Contribution Agreement to be effected or to complete the Merger if the Financing has not been funded (or will not be funded at the Closing if the transactions contemplated by the Rollover and Contribution Agreement are effected at the Closing).

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

  • Except for this Agreement and the Rollover and Contribution Agreement, there are no outstanding obligations of the Company to (1) issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock, other equity securities or securities convertible into or exchangeable or exercisable for capital stock or other equity securities of the Company or (2) except as contemplated by the Charter, repurchase, redeem or otherwise acquire any such securities.

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 date hereof, relating to the sale and contribution by Credit Acceptance to the Seller of the Conveyed Property, as defined therein.

  • 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.

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

  • 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.

  • Election Agreement means an agreement in the form that the Company may designate from time to time that is consistent with the terms of the Plan.

  • 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 (i) any and all agreements entered into by a Credit Party, pursuant to which such Credit Party has sold, leased, licensed or assigned distribution rights or other exploitation rights to any Item of Product to an un-Affiliated Person, and (ii) any and all agreements hereafter entered into by a Credit Party pursuant to which such Credit Party sells, leases, licenses or assigns distribution rights or other exploitation rights to an Item of Product to an un-Affiliated Person.

  • 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.

  • 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.