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.
Sample 1Sample 2
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.
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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.

  • 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.

  • 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.

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  • 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.

  • 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.

  • SCHEDULE B The following agreements, together with all schedules, exhibits, appendices and attachments thereto, as amended, and any agreements referenced in or otherwise contemplated by any of the following agreements or the schedules, exhibits, appendices and attachments thereto: • Rollover Contribution Agreement (as defined in this Agreement) • Merger Agreement (as defined in this Agreement) • Interim Investors Agreement, dated as of the date hereof, by and among Denali Holding Inc., Xxxxxxx X.

  • Data will be used to identify accounts that may be billed incorrectly for further investigation.


More Definitions of Rollover Contribution Agreement

Rollover Contribution Agreement has the meaning set forth in Section 4.6(b).
Sample 1
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
Rollover Contribution Agreement means the agreement by and among the Parent and the Rollover Seller related to the contribution of the Rollover Shares to the Parent in exchange for securities of the Parent immediately prior to the Closing.
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, between the Seller, as seller, and the Borrower, as buyer, as amended, restated, supplemented or otherwise modified from time to time.

  • 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.

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

  • 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 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.

  • 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 a written agreement entered into between a Participant and the Employer pursuant to the provisions of Section 4.1

  • 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.

  • 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.

  • Catch-Up Contribution means an Elective Deferral made to the Plan by a Catch-Up Eligible Participant that, during any taxable year of such Participant, exceeds one of the following: