Stock Acquisition Loan definition

Stock Acquisition Loan means an individually secured loan negotiated with the Company's assistance or prior approval with an approved lending institution on behalf of a Participant. A Stock Acquisition Loan shall be obtained by the Participant on the basis of his or her individual credit worthiness and shall be not guaranteed by the Company. The maximum term for a Stock Acquisition Loan shall be seven (7) years.
Sample 1
Stock Acquisition Loan means a loan made by the Company to a Participant or an individually secured loan negotiated with the Company's assistance with an approved Bank on behalf of a Participant, in either case as provided for in Section 5 hereof. If secured from a Bank, the Stock Acquisition Loan shall be obtained by the Participant on the basis of his or her individual credit worthiness and shall be guaranteed by the Company. The maximum term for a Stock Acquisition Loan shall be five (5) years, unless extended at maturity for a longer term in the sole discretion of the Committee.
Sample 1
Stock Acquisition Loan means a loan made to the Trustee for the purpose of acquiring shares of Stock, which loan may be made or guaranteed by a disqualified person (within the meaning of Section 4975(e)(2) of the Code), including, but not limited to, a direct loan of money, a purchase- money transaction, an assumption of an obligation of the Trustee, a secured or unsecured guarantee or the use of assets of a disqualified person as collateral for a loan.
Sample 1

Examples of Stock Acquisition Loan in a sentence

  • The Stock Acquisition Loan shall be forgiven over a period of five (5) years from the date hereof, with twenty percent (20%) of the principal and interest on the then outstanding balance of the principal to be forgiven on each applicable anniversary date (the "Forgiven Amount").

  • The Stock Acquisition Loan is being granted and secured pursuant to the terms and conditions of this Agreement, and a Secured Non-Recourse Promissory Note and Stock Pledge Agreement evidencing and securing such Loan as executed between the Company and Executive.

  • Beginning on the First Anniversary, the outstanding balance of the Stock Acquisition Loan shall be secured only by shares of Common Stock having a Fair Market Value of one hundred and ten percent (110%) of the outstanding principal amount of the Stock Acquisition Loan (together with interest accrued thereon).

  • The Company shall then issue shares of Common Stock to Executive in exchange for the Stock Acquisition Loan.

  • Except for any rights which Executive may have to unpaid salary amounts through and including the date of termination, vested options, vested Restricted Shares and related Restricted Share Tax Gross-Up Payments, and shares of Common Stock purchased with the proceeds of the Stock Acquisition Loan and related Acquisition Loan Tax Gross-Up Payments, all as set forth above, the Company shall have no further obligations hereunder following such termination.

  • The Stock Acquisition Loan shall be initially secured by the shares of Common Stock purchased by Executive from the Company with the proceeds of the Stock Acquisition Loan.

  • Except as otherwise provided in Paragraph 4 hereof, the aforementioned forgiveness of the Stock Acquisition Loan inclusive of interest thereon and respective Acquisition Loan Tax Gross-Up Payment shall only occur if Executive is employed by the Company on the applicable anniversary date.

  • In addition, on each applicable anniversary date as the Stock Acquisition Loan and interest accrued thereon is forgiven, in order to enable Executive to meet his tax liability with respect to the forgiveness of the Stock Acquisition Loan, the Company shall make a cash payment to Executive on that anniversary date in an amount equal to forty percent (40%) of the respective Forgiven Amount (the "Acquisition Loan Tax Gross-Up Payment").

  • These guidelines were issued to ensure that the management and control bodies of Sabaf properly carried out their duties.

  • Since the Stock Acquisition Loan will be forgiven over a five (5) year period, a total of five (5) Acquisition Loan Tax Gross-Up Payments will be made to Executive over the period of forgiveness.


More Definitions of Stock Acquisition Loan

Stock Acquisition Loan shall be amended in its entirety to read as follows: "From time to time prior to December 31, 2005 (the "MATURITY DATE") or the earlier termination of this Loan Agreement, the ESSOP may borrow from the Bank for purposes of financing the acquisition of Badger Meter, Inc. common stock for the benefit of the participants of the ESSOP up to the aggregate principal amount outstanding at any one time of Two Million Six Hundred Thousand Dollar ($2,600,000.00) (the "LOAN AMOUNT"). All Loans hereunder will be evidenced by a single promissory note of ESSOP payable to the order the Bank in the principal amount of the Loan Amount (the "NOTE") provided that ESSOP will be obligated to pay only the amounts actually disbursed and outstanding thereunder, together with accrued interest thereon, at the rates and dates specified herein and therein. Notwithstanding the foregoing, the Loan Amount will be automatically reduced by the amount of any principal payments made by ESSOP on the Note at any time, and the face amount of the Note shall be automatically reduced in an equal amount on said date, without further amendment by the parties."
Sample 1

Related to Stock Acquisition Loan

  • Acquisition Loan means a loan or other extension of credit, including an installment obligation to a “party in interest” (as defined in Section 3(14) of ERISA) incurred by the Trustee in connection with the purchase of Company Stock.

  • Stock Acquisition means the purchase or other acquisition by Borrower or any of its Subsidiaries of all of the Equity Interests (by merger, stock purchase or otherwise) in any other Person.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Equity Contribution has the meaning assigned to such term in the Recitals to this Agreement.

  • Dividend Reinvestment Acquisition means an acquisition of Voting Shares of any class pursuant to a Dividend Reinvestment Plan;

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Limited Condition Acquisition means any acquisition, including by way of merger, by the Borrower or one or more of its Restricted Subsidiaries permitted pursuant to this Agreement whose consummation is not conditioned upon the availability of, or on obtaining, third party financing.

  • Bridge Loan Any loan or other obligation that (x) is incurred in connection with a merger, acquisition, consolidation, or sale of all or substantially all of the assets of a Person or similar transaction and (y) by its terms, is required to be repaid within one year of the incurrence thereof with proceeds from additional borrowings or other refinancings (it being understood that any such loan or debt security that has a nominal maturity date of one year or less from the incurrence thereof but has a term-out or other provision whereby (automatically or at the sole option of the Obligor thereof) the maturity of the indebtedness thereunder may be extended to a later date is not a Bridge Loan).

  • Next Equity Financing means the next sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale (or series of related sales)).

  • Qualified Acquisition means an acquisition or a series of related acquisitions in which the consideration paid by the Credit Parties is equal to or greater than $50,000,000.

  • Equity Contributions means the equity to be contributed by the Equity Investor to Borrower, in accordance with and subject to the terms of the Partnership Agreement.

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

  • Share Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Acquisition Debt means any Indebtedness incurred by the Borrower or any of its Subsidiaries for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Borrower, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds of such Indebtedness to the Borrower and/or its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Borrower and/or its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

  • Rollover Loan means one or more Loans:

  • Limited Condition Acquisition Agreement means, with respect to any Limited Condition Acquisition, the definitive acquisition documentation in respect thereof.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Qualified Equity Financing means the first sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale or series of related sales).

  • Equity Financing means the next sale (or series of related sales) by the Company of its Equity Securities to one or more third parties following the date of this instrument from which the Company receives gross proceeds of not less than $1,000,000 cash or cash equivalent (excluding the conversion of any instruments convertible into or exercisable or exchangeable for Capital Stock, such as SAFEs or convertible promissory notes) with the principal purpose of raising capital.

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Exempt Acquisition means a share acquisition in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Subsection 5.1(a) or (h);

  • Specified Equity Contribution means any cash contribution to the common equity of Holdings and/or any purchase or investment in an Equity Interest of Holdings other than Disqualified Equity Interests.

  • Consolidation Loan means a Loan made pursuant to and in full compliance with Section 428C of the Higher Education Act.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.