Foundation Transfer definition

Foundation Transfer has the meaning set forth in the LLC Agreement.
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Foundation Transfer is defined in Section 9.1(b).
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Foundation Transfer has the meaning assigned to such term in Recital I. “GAAP” means United States generally accepted accounting principles.
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Examples of Foundation Transfer in a sentence

  • For greater certainty, IJssel may incorporate the Foundation to certify any Ordinary Units owned by IJssel and subsequently transfer the depository receipts representing such Ordinary Units to the respective ultimate beneficial owners of IJssel listed in Schedule H, provided that prior to any such transfer the Foundation Transfer Conditions set out in Section 8.01 are met.

  • In connection with any Foundation Transfer (as defined in the Company A&R LLCA), the Buyer hereby agrees that it will not elect to settle all or any portion of any Exchange (as defined in the Company A&R LLCA) that constitutes a Foundation Transfer in cash otherwise permitted pursuant to Section 4.6(a)(ii) or 4.6(f) of the Company A&R LLCA.

  • The Foundation Transfer Consideration and the -------------------- Cash Portion of the SWIFT Transfer Consideration shall be adjusted downward pro --- rata on a dollar-for-dollar basis by the amount by which the Net Worth of the ---- Company, determined on the same basis as was used in the preparation of the balance sheet included in the Company's December 31, 1998 Financial Statements (the "1998 Balance Sheet"), is less than negative $49,322 as of the Closing Date.

  • The foregoing notwithstanding, the Trust may transfer its Shares to the Foundation pursuant to the Foundation Transfer.

  • The Transfer Consideration exchanged for the --------- Foundation Shares and the N.W.S.T. Shares shall be composed of (i) the Foundation Transfer Consideration, (ii) the Cash Portion of the SWIFT Transfer Consideration, and (iii) the Stock Portion of the SWIFT Transfer Consideration.

  • Notwithstanding anything in this Agreement to the contrary, if all conditions to Closing in Section 5 are satisfied (or waived) but Closing is delayed solely to accommodate completion of the Foundation Transfer, then the number of days by which Closing is so delayed shall be excluded from the calculation of any Earnings Adjustment.

  • The balance of the Foundation Transfer Consideration ------- and of the Cash Portion of the SWIFT Transfer Consideration shall be paid by the Acquirer at the Closing by delivery of immediately available funds by wire transfer in the percentages set forth on the Allocation Summary.

  • Pursuant to the Escrow Agreement to be entered ------------------- into among the Foundation, SWIFT, the Acquirer and the Escrow Agent (i) $365,000 of the Foundation Transfer Consideration and of the Cash Portion of the SWIFT Transfer Consideration (the "CASH ESCROW") in immediately available funds and (ii) five percent (5%) of the Stock Portion of the N.W.S.T. Transfer Consideration in the form of Acquirer's Shares shall be delivered to the Escrow Agent at Closing.