Rollover Contribution Agreement definition

Rollover Contribution Agreement means that certain commitment letter of even date herewith between the Parent and the Rollover Stockholder pursuant to which the Rollover Stockholder has agreed to contribute, immediately prior to the Effective Time, its Rollover Shares and the West Options, in exchange and as the total consideration for the Rollover Equity.
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Rollover Contribution Agreement means that certain Rollover Contribution Agreement dated as of the date hereof by and among Parent, Merger Sub and Dr. Steven Tsengas, Konstantine S. Tsengas and PZ Holdings Ltd., an Ohio limited liability company.
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Rollover Contribution Agreement means that certain Rollover Contribution Agreement dated as of the date hereof by and among Parent, Merger Sub and Dx. Xxxxxx Xxxxxxx, Kxxxxxxxxxx X. Xxxxxxx and PZ Holdings Ltd., an Ohio limited liability company.
Sample 1

Examples of Rollover Contribution Agreement in a sentence

  • Each of the Parties thereto (other than Parent and Merger Sub) shall not have repudiated and shall have fulfilled in all material respects all of its obligations under the Rollover Contribution Agreement and the Voting Agreement.

  • The foregoing restrictions on Transfers of Subject Shares shall not prohibit any such Transfers by any Stockholder in connection with the transactions contemplated by the Merger Agreement, the Rollover Contribution Agreement, Section 2.20 of the Interim Investors Agreement (as defined below) or Section 2 of this Agreement.

  • As of the date of this Agreement, none of Parent, Merger Sub or their respective Affiliates, directly or indirectly, beneficially own or control any shares of capital stock of the Company, and none of Parent, Merger Sub or their respective Affiliates have any rights to acquire any shares of capital stock of the Company other than pursuant to this Agreement, other than pursuant to the Rollover Contribution Agreement.

  • Except for the Rollover Contribution Agreement and Section 2.20 of the Interim Investors Agreement, dated as of the date hereof, by and among Denali Holding Inc., Xxxxxxx X.

  • Malone Mitchell 3rd Title: Manager[Signature Page to Rollover Contribution Agreement]IN WITNESS WHEREOF, the undersigned has caused this Rollover Contribution Agreement to be duly and validly executed as of the date first set forth above.

  • The Rollover Seller shall have executed and delivered the Rollover Contribution Agreement, the Stockholders Agreement and an employment or consulting agreement with the Surviving Corporation in form and substance satisfactory to Parent.

  • Malone Mitchell 3rd Title: Manager [Signature Page to Rollover Contribution Agreement]IN WITNESS WHEREOF, the undersigned has caused this Rollover Contribution Agreement to be duly and validly executed as of the date first set forth above.

  • The foregoing restrictions on Transfers of Subject Shares shall not prohibit any such Transfers by any Stockholder in connection with the transactions contemplated by the Merger Agreement, or the Rollover Contribution Agreement.

  • Except for the Rollover Contribution Agreement, there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Shareholder to Transfer, or cause to be Transferred, any of the Covered Shares set forth opposite such Shareholder’s name on Schedule A hereto and no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Covered Shares.

  • Malone Mitchell 3rdTitle: Manager [Signature Page to Rollover Contribution Agreement]IN WITNESS WHEREOF, the undersigned has caused this Rollover Contribution Agreement to be duly and validly executed as of the date first set forth above.


More Definitions of Rollover Contribution Agreement

Rollover Contribution Agreement means the Debt Financing Commitments, the Equity Financing Commitment and Rollover Contribution Agreement, respectively, as so amended, supplemented or modified or replaced.
Sample 1
Rollover Contribution Agreement has the meaning set forth in Section 4.6(b).
Sample 1

Related to Rollover Contribution Agreement

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

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

  • Rollover Contribution Account means the separate Account maintained for a Member to record such Member's share of the Trust Fund attributable to any Rollover Contribution made to the Plan on his behalf.

  • 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.

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

  • 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.

  • 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.

  • 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.

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

  • 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.

  • 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.

  • 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.

  • Master Separation 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.

  • Rollover Account means the account established hereunder to which amounts transferred from a qualified plan or individual retirement account in accordance with Section 4.6 are allocated.

  • Adoption Agreement means the written agreement pursuant to which the Employer adopts the Plan. The Adoption Agreement is a part of the Plan as applied to the Employer.

  • Company Contribution Account means (i) the sum of the Participant’s Company Contribution Amounts, plus (ii) amounts credited or debited to the Participant’s Company Contribution Account in accordance with this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Company Contribution Account.

  • 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 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.

  • Deferral Contribution means any contribution made to the Plan by the Employer in accordance with the provisions of Section 5.03.

  • 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)).

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

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

  • Deferral Contributions are Salary Reduction Contributions and Cash or Deferred Contributions the Employer contributes to the Trust on behalf of an Eligible Employee, irrespective of whether, in the case of Cash or Deferred Contributions, the contribution is at the election of the Employee. For Salary Reduction Contributions, the terms "deferral contributions" and "elective deferrals" have the same meaning.

  • Employer Contribution Account means, for any Participant, the account established by the Administrator or Trustee to which Employer Contributions made under Section 3.5 for the Participant's benefit are credited.