Xxxxxx Contribution definition

Xxxxxx Contribution has the meaning given to such term in the Merger Agreement.
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Xxxxxx Contribution means the sum of the LGII Common Contribution and the Xxxxxx Preferred Contribution.
Sample 1Sample 2
Xxxxxx Contribution means the 6,423 shares of FPC which will be contributed by Xxxx Xxxxxx to Xxxxxxx Participations on the Closing Date.
Sample 1

Examples of Xxxxxx Contribution in a sentence

  • At the Contribution Closing, on the ---------------------------- terms and subject to the conditions of this Agreement, Xxxxxxx Xxxxxx hereby agrees to transfer and deliver to Holding 3,402,463 shares of CBRE Common Stock (the "Xxxxxxx Xxxxxx Contribution").

  • The Xxxxxx Contribution Consideration, the TGG Assumed Liabilities and other relevant items shall be allocated among the Contributed Assets in accordance with their fair market values as reasonably determined by Marlin GP and Azure in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (the “Allocation”).

  • The Contributor acknowledges that the agreements contained herein and in the Xxxxxx Contribution Agreement and the transactions contemplated hereby and thereby and any actions taken in contemplation of the transactions contemplated hereby and thereby may conflict with, and may not have been contemplated by, the Operating Agreement or other agreements among one or more holders of Company Interests or one or more of the members of W&D LLC.

  • Payment for fractional shares of Holdings Common Stock that would otherwise be allocable to any former holders of Splitco Common Stock receiving shares of Holdings Common Stock in the Xxxxxx Contribution will be determined in accordance with the terms and provisions of the Xxxxxx Agreement.

  • Nothing in this Agreement, the Joint Venture Agreement, the Xxxxxx Contribution Agreement or the various schedules and exhibits thereto shall be construed as creating any relationship among the parties hereto extending beyond the scope of this Agreement; only such relationships as are expressly contemplated by this Agreement, the Joint Venture Agreement, the Xxxxxx Contribution Agreement and the various schedules and exhibits thereto shall be in effect.

  • The Company shall not waive (i) any of its material interests in or rights under the Xxxxxx Contribution Agreement or (ii) any material condition to the Company’s obligation to consummate the Closing (as defined in the Xxxxxx Contribution Agreement) provided in Section 6.1 of the Xxxxxx Contribution Agreement without the prior written consent of the Contributor.

  • This Agreement, the Joint Venture Agreement, the Xxxxxx Contribution Agreement and the various schedules and exhibits thereto embodies all of the understandings and agreements of every kind and nature existing between the parties hereto with respect to the transactions contemplated hereby and supersedes any and all other prior arrangements or understandings with respect thereto.

  • If the Current Board serves as the Board of Directors of Holdings from and after the time immediately prior to the Xxxxxx Contribution, then, once classification of the Board of Directors of Holdings is required pursuant to the certificate of incorporation of Holdings, such directors shall each hold office in the corresponding class of directors as such director held at DIRECTV immediately prior to the Xxxxxx Contribution.

  • The environmental indemnification provisions of the XX Xxxxxx Contribution Agreement listed on Schedule VII supersede in their entirety the environmental indemnification provisions of Article III of the Second Amended and Restated Omnibus Agreement, except as otherwise expressly provided in the XX Xxxxxx Contribution Agreement.

  • Xxxxxx shall contribute, in exchange for its Membership Interest in the Company, the Contributed Xxxxxx Assets and Contributed Xxxxxx Liabilities as set forth in the Xxxxxx Contribution Agreement.


More Definitions of Xxxxxx Contribution

Xxxxxx Contribution has the meaning set forth in the recitals hereto.
Sample 1

Related to Xxxxxx Contribution

  • 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:

  • 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.

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

  • Catch-Up Contributions means Salary Reduction Contributions made to the Plan that are in excess of an otherwise applicable Plan limit and that are made by Participants who are Age 50 or over by the end of their taxable years. An “otherwise applicable Plan limit” is a limit in the Plan that applies to Salary Reduction Contributions without regard to Catch-up Contributions, such as the limits on Annual Additions, the dollar limitation on Salary Reduction Contributions under Code Section 402(g) (not counting Catch-up Contributions) and the limit imposed by the Actual Deferral Percentage (ADP) test under Code Section 401(k)(3). Catch-up Contributions for a Participant for a taxable year may not exceed the dollar limit on Catch-up Contributions under Code Section 414(v)(2)(B)(i) for the taxable year. The dollar limit on Catch-up Contributions under Code Section 414(v)(2)(B)(i) is $1,000 for taxable years beginning in 2002, increasing by $1,000 for each year thereafter up to $5,000 for taxable years beginning in 2006 and later years. After 2006, the $5,000 limit will be adjusted by the Secretary of the Treasury for cost-of-living increases under Code Section 414(v)(2)(C). Any such adjustments will be in multiples of $500.

  • Matching Contribution means an Employer contribution made to this or any other defined contribution plan on behalf of a Participant on account of an Employee Contribution made by such Participant, or on account of a Participant's Elective Deferral, under a plan maintained by the Employer.

  • Qualified Matching Contribution means any employer contribution allocated to an Eligible Employee's account under any plan of an Employer or a Related Company solely on account of "elective contributions" made on his behalf or "employee contributions" made by him that is a qualified matching contribution as defined in regulations issued under Code Section 401(k), is nonforfeitable when made, and is distributable only as permitted in regulations issued under Code Section 401(k).

  • Cash Contribution refers to a direct payment of Contribution in Canadian currency.

  • Annual Contribution means the annual payment to the Fund made by each Member in return for Coverage by the Fund for a Fund Year;

  • Member contribution means a contribution under regulation 32;

  • Contribution Period means the period specified in Article VI for which Employer Contributions shall be made.

  • Employer Contribution means the amount paid by an employer, as determined by the employer rate, including the normal and deficiency rates, contributions, and funds wherever used in this chapter.

  • Qualified Matching Contributions means any Participating Employer Contributions to this Plan on behalf of Eligible Employees, provided that amounts attributable to such contributions are not distributable merely on account of the Employee’s hardship and are immediately vested.

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

  • Contribution Account means an account, or accounts, into which the Accountholder and employer contributions are deposited by the TPA, and from which HSA dollars are swept into the Cash Account.

  • Matching Contribution Account means that portion of a Participant’s Account established to record Matching Contributions on behalf of a Participant. Matching Contributions shall be deemed to be invested in the Company stock, and a Participant shall not be permitted to elect a different Deemed Crediting Option for such Matching Contributions.

  • Campaign Contribution means a gift, subscription, loan, advance or deposit of money or other thing of value, including the estimated value of an in-kind contribution, that is made to or received by an applicable public official or any person authorized to raise, collect or expend contributions on that official’s behalf for the purpose of electing the official to either statewide or local office. “Campaign Contribution” includes the payment of a debt incurred in an election campaign, but does not include the value of services provided without compensation or unreimbursed travel or other personal expenses of individuals who volunteer a portion or all of their time on behalf of a candidate or political committee, nor does it include the administrative or solicitation expenses of a political committee that are paid by an organization that sponsors the committee.

  • Qualifying contribution means, with respect to a

  • Development Contribution means the provision made by a developer under a planning agreement, being payment of a monetary contribution, the dedication of land, the carrying out of a work-in-kind, the provision of a material public benefit to be used for or applied towards a public purpose, or any combination of the above.

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

  • In-kind contributions means services and goods as approved by the department that are provided by a grant recipient toward completion of a department-approved local snowmobile program under section 82107.

  • Elective Contribution means the Employer's contributions to the Plan of Deferred Compensation excluding any such amounts distributed as excess "annual additions" pursuant to Section 4.10(a). In addition, any Employer Qualified Non-Elective Contribution made pursuant to Section 4.6 shall be considered an Elective Contribution for purposes of the Plan. Any such contributions deemed to be Elective Contributions shall be subject to the requirements of Sections 4.2(b) and 4.2(c) and shall further be required to satisfy the discrimination requirements of Regulation 1.401(k)-1(b)(5), the provisions of which are specifically incorporated herein by reference.

  • Matching Contributions means local cash and/or in-kind contributions made by the Subrecipient, subcontractor, or other local resources that qualify as match for the Contract funding.

  • 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.

  • Company Matching Contributions means any contributions made to the Company Matching Account of a Participant by a Participating Employer as provided for in Section 4.02.

  • Excess Contribution means a contribution that exceeds the

  • Accumulated contributions means the sum of all