Rollover Units Clause Samples

Rollover Units. (i) Except as otherwise agreed by the Company, upon any Management Member’s termination for Good Reason or termination by the Company without Cause, the Company and the Terminated Member shall each seriously and in good faith consider a proposal, which may be made by either party, for the Company to acquire the Rollover Units from the Terminated Member for the Termination Price but neither party shall be obligated to make or accept any offer. (ii) Any closing of the purchase by the Company of Rollover Units pursuant to this Section 7.09(c) shall take place at the principal office of the Company on the date chosen by the Company, which date shall, except as may be reasonably necessary to determine the Termination Price, in no event be more than 45 days after receipt of the acceptance; provided, that in the event the Terminated Member has not held the Termination Units for a period of 180 days after the date of grant, the closing shall occur immediately following the expiration of such 180 day period (for purposes hereof each Permitted Transferee shall be considered to have held the Termination Units to the same extent as the original transferee). At such closing, (i) the Company shall pay the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, against delivery of duly executed option assignment documentation or duly endorsed certificates described below representing such Termination Units, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, shall deliver to the Company an assignment(s) of option grant or certificate(s) representing the Termination Units to be purchased by the Company duly endorsed, or with unit powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed, as applicable. The delivery of an assignment(s) or certificate(s) for the Termination Units by any Person selling such Termination Units pursuant to this Section 7.09 shall be deemed a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Termination Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Termination Units as contemplated; (3) such Termination Units are free and clear of any and all liens or encu...
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Rollover Units. Purchaser shall issue the Rollover Units to Seller and will also pay or cause to be paid the remainder of the Estimated Closing Purchase Price by wire transfer of immediately available funds to the account(s) designated for each such disbursement in writing to the Purchaser.
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Rollover Units. When issued pursuant to this Agreement and the Purchaser LLC Agreement, the Rollover Units will be duly authorized and validly issued and outstanding and will be free and clear of all encumbrances (other than restrictions on transfer set forth in this Agreement, the Purchaser LLC Agreement and applicable securities law). The capitalization of the Purchaser consists of Common Units only and the Purchaser has not issued nor are there outstanding any derivative securities or other rights to acquire equity interests in the Purchaser (other than as expressly provided in this Agreement (for the benefit of Seller) and Section 3.4 of the Purchaser LLC Agreement) other than Common Units issued concurrently with the Closing to Infowest or issued prior to Closing to BOC or one or more of its Affiliates (the “BOC Common Units”). The Rollover Units issued at Closing will equal at the time of the Closing two percent (2%) of the sum of (i) the Rollover Units issued at Closing, plus (ii) the Common Units issued to Infowest concurrently with the Closing under the Infowest Purchase Agreement, plus (iii) the number of BOC Common Units issued and outstanding immediately prior to Closing. The Capital Accounts (as defined in the Purchaser LLC Agreement) of BOC, Seller and Infowest will be pro rata in accordance with the number of Units held by each of the foregoing.
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Rollover Units. Parent shall have issued, or caused to have been issued, to Seller the Rollover Units.
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Rollover Units. Except as otherwise agreed by the Company, upon any Management Member’s termination for Good Reason or termination by the Company without Cause, the Company and the Terminated Member shall each seriously and in good faith consider a proposal, which may be made by either party, for the Company to acquire the Rollover Units from the Terminated Member for the Termination Price but neither party shall be obligated to make or accept any offer.
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Rollover Units. When issued pursuant to this Agreement and the Purchaser LLC Agreement, the Rollover Units will be duly authorized and validly issued and outstanding, and will be free and clear of all encumbrances (other than restrictions on transfer set forth in this Agreement, the Purchaser LLC Agreement and applicable securities law). The capitalization of the Purchaser consists of Common Units only and the Purchaser has not issued nor are there outstanding any derivative securities or other rights to acquire equity interests in the Purchaser (other than as expressly provided in this Agreement (for the benefit of the Company) and Section 3.4 of the Purchaser LLC Agreement) other than Common Units issued prior to Closing to BOC or one or more of its Affiliates (the “BOC Common Units”). The Rollover Units issued at Closing will equal at the time of the Closing one fifth of the sum of (i) the Rollover Units issued at Closing plus (ii) the number of BOC Common Units issued and outstanding immediately prior to Closing.
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Rollover Units. Each Rollover Unit that is outstanding as of immediately prior to the Merger I Effective Time will by virtue of Merger I and without any action on the part of the Company, the holder of such Rollover Unit, or any other Person, be canceled and extinguished without any right to receive any portion of the Closing Consideration or Additional Consideration.
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Rollover Units. In consideration of the contribution of the Rollover Interests by Seller to Investment, which the Parties intend to be treated as a tax deferred contribution of property to a partnership in exchange for an interest in a partnership within the meaning of Section 721 of the Code, Investment simultaneously herewith shall issue to Seller Two Million (2,000,000) Common Units (as defined in the Investment Operating Agreement) at the Closing, having an agreed upon value of Two Million Dollars ($2,000,000) (the “Rollover Unit Value”) and representing five and eight hundred and twenty two thousandths percent (5.822%) of Investment’s issued and outstanding Common Units on the Closing Date (the “Rollover Units”), and Seller shall become the holder of the Rollover Units upon its execution of, and pursuant to, the Investment Operating Agreement, and its execution of a Subscription Agreement of Investment (the “Subscription Agreement”).
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Related to Rollover Units

  • Rollover of Units (a) If the Depositor shall offer a subsequent series of the Trusts, (the "New Series"), the Trustee shall, at the Depositor's sole cost and expense, include in the notice sent to Unit holders specified in Section 8.02 a form of election whereby Unit holders, whose redemption distribution would be in an amount sufficient to purchase at least one Unit of the New Series, may elect to have their Unit(s) redeemed in kind in the manner provided in Section 5.02, the Securities included in the redemption distribution sold, and the cash proceeds applied by the Distribution Agent to purchase Units of a New Series, all as hereinafter provided. The Trustee shall honor properly completed election forms returned to the Trustee, accompanied by any Certificate evidencing Units tendered for redemption or a properly completed redemption request with respect to uncertificated Units, by its close of business on the Rollover Notification Date. The notice and form of election to be sent to Unit holders in respect of any redemption and purchase of Units of a New Series as provided in this section shall be in such form and shall be sent at such time or times as the Depositor shall direct the Trustee in writing and the Trustee shall have no responsibility therefor. The Distributions Agent acts solely as disbursing agent in connection with purchases of Units pursuant to this Section and nothing herein shall be deemed to constitute the Distribution Agent a broker in such transactions All Units so tendered by a Unit holder (a "Rollover Unit holder") shall be redeemed and cancelled during the Special Redemption and Liquidation Period on such date or dates specified by Depositor. Subject to payment by such Rollover Unit holder of any tax or other governmental charges which may be imposed thereon, such redemption is to be made in kind pursuant to Section 5.02 by distribution of cash and/or Securities to the Distribution Agent on the redemption date equal to the net asset value (determined on the basis of the Trust Fund Evaluation as of the redemption date in accordance with Section 4.01) multiplied by the number of Units being redeemed (herein called the "Rollover Distribution"). Any Securities that are made part of the Rollover Distribution shall be valued for purposes of the redemption distribution as of the redemption date. All Securities included in a Unit holder's Rollover Distribution shall be sold by the Distribution Agent during the Special Redemption and Liquidation Period specified in the Prospectus pursuant to the Depositor's direction, and the Distribution Agent shall, unless directed otherwise by the Depositor, employ the Depositor as broker in connection with such sales. For such brokerage services, the Depositor shall be entitled to compensation at its customary rates, provided however, that its compensation shall not exceed the amount authorized by applicable securities laws and regulations. The Depositor shall direct that sales be made in accordance with the guidelines set forth in the Prospectus under the heading "Special Redemption, Liquidation and Investment in a New Trust." Should the Depositor fail to provide direction, the Distribution Agent shall sell the Securities in the manner provided in the prospectus. The Distribution Agent shall have no responsibility for any loss or depreciation incurred by reason of any sale made pursuant to this Section. Upon completion of all sales of Securities included in the Rollover Unit holder's Rollover Distribution, the Distribution Agent shall, as agent for such Rollover Unit holder, enter into a contract with the Depositor to purchase from the Depositor Units of a New Series (if any), at the Depositor's public offering price for such Units on such day, and at such reduced sales charge as shall be described in the prospectus for such Trust. Such contract shall provide for purchase of the maximum number of Units of a New Series whose purchase price is equal to or less than the cash proceeds held by the Distribution Agent for the Unit holder on such day (including therein the proceeds anticipated to be received in respect of Securities traded on such day net of all brokerage fees, governmental charges and any other expenses incurred in connection with such sale), to the extent Units are available for purchase from the Depositor. In the event a sale of Securities included in the Rollover Unit holder's redemption distribution shall not be consummated in accordance with its terms, the Distribution Agent shall apply the cash proceeds held for such Unit holder as of the settlement date for the purchase of Units of a New Series to purchase the maximum number of Units which such cash balance will permit, and the Depositor agrees that the settlement date for Units whose purchase was not consummated as a result of insufficient funds will be extended until cash proceeds from the Rollover Distribution are available in a sufficient amount to settle such purchase. If the Unit holder's Rollover Distribution will produce insufficient cash proceeds to purchase all of the Units of a New Series contracted for, the Depositor agrees that the contract shall be rescinded with respect to the Units as to which there was a cash shortfall without any liability to the Rollover Unit holder or the Distribution Agent. Any cash balance remaining after such purchase shall be distributed within a reasonable time to the Rollover Unit holder by check mailed to the address of such Unit holder on the registration books of the Trustee. Units of a New Series will be uncertificated unless and until the Rollover Unit holder requests a certificate. Any cash held by the Distribution Agent shall be held in a non-interest bearing account which will be of benefit to the Distribution Agent in accordance with normal banking procedures. Neither the Trustee nor the Distribution Agent shall have any responsibility or liability for loss or depreciation resulting from any reinvestment made in accordance with this paragraph, or for any failure to make such reinvestment in the event the Depositor does not make Units available for purchase. (b) Notwithstanding the foregoing, the Depositor may, in its discretion at any time, decide not to offer any new Trust Series in the future, and if so, this Section

  • Rollover □ Rollover of a withdrawal from another Traditional IRA or of an eligible rollover distribution from an employer qualified plan, 403(b) arrangement or eligible 457 plan. Check enclosed in the amount of $ . [If this rollover contribution constitutes all or part of either a withdrawal from another Traditional IRA or an eligible rollover distribution from an employer qualified plan or 403(b) arrangement, and if it includes any after-tax (or nondeductible) contributions to such other Traditional IRA or employer qualified plan or 403(b) arrangement, indicate the amount of after-tax contributions included in this rollover contribution: $ .]

  • Layoff Units ‌ A. A layoff unit is defined as the entity or administrative/organizational unit within each college/district used for determining the available options for employees who are being laid off. B. The layoff unit(s) for each college/district covered by this Agreement are described in Appendix B.

  • Cash Payments in Lieu of Fractional Shares No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Notes. If more than one Note shall be surrendered for conversion at one time by the same holder, the number of full shares that shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of stock would be issuable upon the conversion of any Note or Notes, the Company shall make an adjustment and payment therefor in cash at the current market price thereof to the holder of Notes. The current market price of a share of Common Stock shall be the Closing Price on the last Business Day immediately preceding the day on which the Notes (or specified portions thereof) are deemed to have been converted.

  • Units Interests in the Partnership shall be represented by Units. The Units initially are comprised of one Class: Class A Units. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Total Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.