Stock Acquisition Loan definition

Stock Acquisition Loan means an individually secured loan negotiated with the Company's assistance 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 guaranteed by the Company. The maximum term for a Stock Acquisition Loan shall be seven (7) years.
Sample 1
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
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

Examples of Stock Acquisition Loan in a sentence

  • 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 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 the end of the Employment Period, the Pro-Rata Portion of Incentive Compensation, 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.

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  • During the term of the Stock Acquisition Loan and for so long as the Participant is employed by the Company, he or she agrees not to sell, transfer or assign any of the shares of Stock purchased under Stock Acquisition Loans made in connection with this Plan (and free of any pledge benefiting the Bank or the Company) except (a) for 33 1/3% of such shares or (b) as the Plan Administrative Committee may permit in its discretion, because of a financial hardship incurred by the Participant.

  • If not already done so, the Participant's obligations to make the Guarantee Reimbursement shall be secured by the pledge, subject to any prior or senior pledge in favor of the Bank relating to the Stock Acquisition Loan applicable to such Guarantee, of those shares of Stock acquired with the proceeds of the Stock Acquisition Loan.

  • At the time of the sale, the Participant had a Repayment Obligation of $400 related to interest on his Stock Acquisition Loan.

  • Another one would not subscribe as such to a statement that online platforms would lack an incentive to protect businesses and is looking for final findings of the Commission in this respect.

  • However, the mechanism shows itself to be fragmented and devoid of any unifying rationale.

  • It is anticipated that the Participant will be required to make interest payments only during the first five years of the Stock Acquisition Loan term.


More Definitions of Stock Acquisition Loan

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

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) of 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 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 Issuers or one or more of their Restricted Subsidiaries 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 any acquisition by the Borrower or any Subsidiary of (i) all or substantially all of the assets of a Person or line of business of such Person, or (ii) at least a majority of the Equity Interests of a Person, in each case, where the aggregate consideration (in whatever form) payable by the Borrower and its Subsidiaries is greater than $1,000,000,000.

  • 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 by the Company (by press release, filing made with the Securities and Exchange Commission or otherwise) 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:

  • 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 an acquisition of Voting Shares or Convertible Securities:

  • 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.

  • Specified Acquisition means one or more acquisitions of assets, equity interests, entities, operating lines or divisions in any fiscal quarter for an aggregate purchase price of not less than $200,000,000 (it being understood that such consideration shall be determined based on the payment made at the time of the transaction, without regard to any subsequent or earnout payments).