Contribution and Sale definition

Contribution and Sale means (i) the contribution by SK Holdings of part of its Perimeter Ordinary Shares to Holdco in exchange for Holdco Preferred Shares and (ii) the sale by SK Holdings of its remaining Perimeter Ordinary Shares to Holdco for cash.
Sample 1Sample 2Sample 3
Contribution and Sale means (i) the contribution by SK Holdings of part of its Perimeter Ordinary Shares to PSSA in exchange for PSSA Preferred Shares and (ii) the sale by SK Holdings of its remaining Perimeter Ordinary Shares to PSSA for cash subject to customary adjustments for working capital, transaction, expenses, cash and indebtedness.
Sample 1

Examples of Contribution and Sale in a sentence

  • MCK and NewCo have entered into that certain Agreement of Contribution and Sale, dated June 28, 2016, among NewCo, Change Healthcare Intermediate Holdings, LLC (f/k/a PF2 NewCo Intermediate Holdings, LLC), Change Healthcare Holdings, LLC (f/k/a PF2 NewCo Holdings, LLC), MCK, HCIT Holdings, Inc., Change Healthcare, Inc., Change Aggregator L.P., H&F Echo Holdings, L.P. and the other equityholders of Change Healthcare, Inc.

  • The complete description can be found here: https://www.doleta.gov/performance/guidance/tools_commonmeasures.cfm.

  • Signature (Seal) EXHIBIT A (Legal Description) ATTACHMENT G to Loan Contribution and Sale Agreement Upon recordation, return to: [Insert name and address of Person to whom recorded original Assignment is to be returned.

  • Signature (Seal) EXHIBIT A (Legal Description) to Loan Contribution and Sale Agreement Upon recordation, return to: [Insert name and address of Person to whom of recorded original Assignment is to be returned.

  • Xxxxxxxxxx pursuant to Section 8.9 of that certain Contribution and Sale Agreement, dated as of the date hereof, by and among the Partnership, Blackstone Holdings I/II GP Inc., Blackstone Holdings III GP L.L.C., Blackstone Holdings IV GP L.P., Blackstone Holdings V GP L.P., Blackstone Holdings I/II Limited Partner Inc., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P., Blackstone Holdings IV L.P., Blackstone Holdings V L.P., and the other parties thereto.

  • In addition, the term "Agreement" means this Receivables Contribution and Sale Agreement, as the same may from time to time be amended, supplemented or otherwise modified.

  • Such list shall be marked as Schedule 1 to this Reassignment and shall be incorporated into and made a part of this Reassignment as of the Removal Date and shall amend Schedule 1 to the Receivables Contribution and Sale Agreement.

  • Such file or list shall, as of the date of this Assignment, supplement Schedule 1 to the Receivables Contribution and Sale Agreement.

  • The Issuer will not make any expenditure (by long term or operating lease or otherwise) for capital assets (both realty and personalty), except for (a) acquisition of additional Managed Containers from the Seller in accordance with the terms of the Contribution and Sale Agreement or (b) capital improvements to the Managed Containers made in the ordinary course of its business and in accordance with the terms of the Management Agreement.

  • The Issuer’s contractual rights under any Interest Rate Hedge Agreements, the Contribution and Sale Agreement and the Management Agreement constitute “general intangibles” within the meaning of the UCC.

Related to Contribution and Sale

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Contribution Date has the meaning set forth in Section 4.3 hereof.

  • Purchase and Sale Termination Date has the meaning set forth in Section 1.4 of the Sale Agreement.

  • Contribution means a "political contribution" as defined in MCC Ch. 2-156, as amended.

  • Defined Contribution Plan Fraction means a fraction, the numerator of which is the sum of the Annual Additions to the Member's account under all the defined contribution plans (whether or not terminated) maintained by the Employer for the current and all prior Limitation Years (including the Annual Additions attributable to the Member's nondeductible employee contributions to all defined benefit plans, whether or not terminated, maintained by the Employer, and the Annual Additions attributable to all welfare benefit funds, as defined in Code Section 419(e), and individual medical accounts, as defined in Code Section 415(l)(2), maintained by the Employer), and the denominator of which is the sum of the maximum aggregate amounts for the current and all prior Limitation Years of service with the Employer (regardless of whether a defined contribution plan was maintained by the Employer). The maximum aggregate amount in any Limitation Year is the lesser of 125 percent of the dollar limitation determined under Code Section 415(b) and (d) in effect under Code Section 415(c)(1)(A) of the Code or 35 percent of the Member's Compensation for such year. If the Member was a member as of the end of the first Limitation Year beginning after December 31, 1986, in one or more defined contribution plans maintained by the Employer which were in existence on May 6, 1986, the numerator of this fraction shall be adjusted if the sum of this fraction and the Defined Benefit Plan Fraction would otherwise exceed 1.0 under the terms of this Plan. Under the adjustment, an amount equal to the product of (1) the excess of the sum of the fractions over 1.0 times (2) the denominator of this fraction, will be permanently subtracted from the numerator of this fraction. The adjustment is calculated using the fractions as they would be computed as of the end of the last Limitation Year beginning before January 1, 1987, and disregarding any changes in the terms and conditions of the plan made after May 5, 1986, but using the Code Section 415 limitations applicable to the first Limitation Year beginning on or after January 1, 1987. The Annual Addition for any Limitation Year beginning before January 1, 1987, shall not be recomputed to treat all employee contributions as Annual Additions.

  • After-Tax Contributions means amounts withheld from an Employee's Compensation pursuant to a Salary Reduction Agreement after all applicable state and federal taxes have been deducted. Such amounts are withheld for purposes of purchasing one or more of the Benefit Package Options available under the Plan.

  • Defined Contribution Fraction means a fraction the numerator of which is the sum of the Annual Additions to the Participant's account under all the defined contribution plans (whether or not terminated) maintained by the Employer for the current and all prior Limitation years (including the Annual Additions attributable to the Participant's nondeductible voluntary contributions to this and all the defined benefit plans (whether or not terminated) maintained by the Employer and the Annual Additions attributable to all welfare benefit funds, as defined in section 419(e) of the Code or individual medical accounts, as defined in section 415(1)(2) of the Code, or a simplified employee pension, as defined in section 408(k) of the Code, maintained by the Employer), and the denominator of which is the sum of the Maximum Aggregate Amounts for the current and all prior Limitation Years of Service with the Employer (regardless of whether a defined contribution plan was maintained by the Employer). The Maximum Aggregate Amount in any Limitation Year is the lesser of one hundred twenty-five percent (125%) of the dollar limitation determined under Sections 415(b) and (d) of the Code in effect under section 415(c)(1)(A) of the Code or thirty-five percent (35%) of the Participant's Compensation for such year. If the Employee was a Participant as of the first day of the first Limitation Year beginning after December 31, 1986, in one or more defined contribution plans maintained by the Employer which were in existence on May 6, 1986, the numerator of this fraction will be adjusted if the sum of this fraction and the Defined Benefit Fraction would otherwise exceed one (1.0) times under the terms of this Plan. Under the adjustment, an amount equal to the product of (a) the excess of the sum of the fractions over 1.0 times (b) the denominator of this fraction will be permanently subtracted from the numerator of this fraction. The adjustment is calculated using the fractions as they would be computed as of the end of the last Limitation Year beginning before January 1, 1987, and disregarding any changes in the terms and condition of the Plans made after May 5, 1986, but using the limitation of section 415 of the Code applicable to the first Limitation Year beginning on or after January 1, 1987. The Annual Additions for any Limitation Year beginning before January 1, 1987 shall not be recomputed to treat all Employee contributions as Annual Additions.

  • Third party in-kind contributions means the value of non-cash contribu- tions provided by non-Federal third parties. Third party in-kind contribu- tions may be in the form of real prop- erty, equipment, supplies and other ex- pendable property, and the value of goods and services directly benefiting and specifically identifiable to the project or program.

  • Contribution Share means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Borrower and all of the Guarantors other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 4.6 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under applicable law against the Borrower in respect of any payment of Guaranteed Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall be relieved of its obligations pursuant to Section 8.4.

  • Purchase and Sale Termination Event has the meaning set forth in Section 8.1 of the Sale Agreement.

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

  • 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)).

  • Community Contribution Company means a corporation formed under the laws of British Columbia that includes in its articles the following statement:

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

  • Purchase and Sale Agreement means the Purchase and Sale Agreement, dated as of the Closing Date, among the Servicer, the Originators and the Borrower, as such agreement may be amended, supplemented or otherwise modified from time to time.

  • Member contribution means a contribution under regulation 32;

  • Distribution Effective Time means 12:01 a.m., Eastern time, on the Distribution Date.

  • 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.

  • Contribution Period means a period in respect of which contributions appropriate to the benefit in question are payable, have been paid or treated as paid under the legislation in question;

  • Member contributions means all amounts paid to ASRS by a member.

  • Partnership Assets means all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interest in other partnerships), at any time owned or represented by any Partnership Interest.

  • Contributed Capital at any time, the aggregate amount which shall theretofore have been received by the Borrower as a contribution to its capital or as consideration for the issuance of partnership interests in the Borrower; Contributed Capital shall in any event exclude the proceeds of any Specified Affiliate Debt and any Restricted Equity.

  • Charitable contribution means any donation or gift of money or any other thing of value.

  • 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.

  • Contributed Interests has the meaning set forth in the recitals.

  • State contribution means the lesser of: