Rollover Agreement. Parent has delivered to the Company, as of the date hereof a true, accurate and complete copy of the executed Rollover and Contribution Agreement executed by Family LLC, Parent and the Family Shareholders. The Rollover and Contribution Agreement is in full force and effect and is a legal, valid and binding obligation of Family LLC, Parent and the Family Shareholders. It has not been withdrawn or terminated or otherwise amended or modified in any respect, and no withdrawal, termination, amendment or modification is contemplated. No event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Family LLC, Parent or the Family Shareholders under the Rollover and Contribution Agreement. There are no conditions precedent or other contingencies related to the obligations of the Family Shareholders under the Rollover and Contribution Agreement to contribute to Family LLC or Parent prior to the Effective Time all of the Rolled Shares, other than as expressly set forth in or expressly contemplated by the Rollover and Contribution Agreement.
Rollover Agreement. The transactions contemplated by the Rollover Agreement shall have been consummated in accordance with the terms and conditions set forth in such Rollover Agreement.
Rollover Agreement. Subject to the conditions contained in Section 1.1 above, each of Holdco and Parent shall, at the direction of the Requisite Investors (other than the Investor against whom enforcement is sought, if applicable), enforce the provisions of the Rollover Agreement in accordance with the terms of the Merger Agreement and the Rollover Agreement. If the Merger is not consummated due to the failure of any Rollover Shareholder (other than an Investor) to perform its obligations under the Rollover Agreement and the Parent Termination Fee becomes payable pursuant to the Merger Agreement, each of Holdco and Parent shall enforce the provisions of the Rollover Agreement against such breaching Rollover Shareholder. Any amount paid by such breaching Rollover Shareholder to Holdco or Parent, net of the costs and expenses incurred by Holdco and Parent in connection with such enforcement, shall be distributed to the Investors or their respective designees in proportion to their respective guaranteed percentage of the payment obligations of Parent with respect to the Parent Termination Fee as set out in the Limited Guarantees (the “Guaranteed Percentage”). Each of Holdco and Parent shall not, and the Investors shall not cause Holdco and Parent to, enforce the indemnity under Section 4.2(e) of the Rollover Agreement against any Rollover Shareholder who is not a PRC resident for PRC tax purposes for any liability associated with any PRC Government Authority denying a stepped up basis equal to the amount of the Merger Consideration received by such Rollover Shareholder or its Affiliates as described under Section 4.2(e)(ii)(A) of the Rollover Agreement, except where such liability is caused by such Rollover Shareholder’s failure to comply with applicable Law in respect of any Tax Liabilities (as defined in the Rollover Agreement).
Rollover Agreement. The Offeror and the Joint Offerors would like to allow the Participating Management Shareholders to roll over their respective shareholding interests in the Company through WMVL after the Scheme becomes effective. The Participating Management Shareholders in aggregate directly or indirectly hold 1,017,341,192 Shares (representing approximately 12.06% of the issued share capital of the Company as at the date of this announcement).
Rollover Agreement. Subject to Section 1.7 hereof, Parent shall, at the direction of the Requisite Investors, enforce the provisions of the Rollover Agreement in accordance with the terms of the Merger Agreement and the Rollover Agreement. Each Rollover Investor shall comply with his obligations under the Rollover Agreement.
Rollover Agreement. The transactions contemplated under the Stock Contribution and Exchange Agreement, dated of the date hereof, among Syufy, CTH and the Company (the “Rollover Agreement”) shall have been consummated.
Rollover Agreement. The Rollover Agreement is in full force and effect as of the date hereof and constitutes a valid and binding obligation of the Rollover Stockholders party thereto, enforceable against each such Rollover Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exception. No event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach under the Rollover Agreement.
Rollover Agreement. “Rollover Agreement” shall mean, the Rollover Agreement, dated as of November 6, 2018, by and among PVKG Investment Holdings and the shareholders set forth therein.
Rollover Agreement. With reference to Exhibit D to the Purchase Agreement, Schedule I (Rolling Shareholder Contributed Shares) of the Rollover Agreement, dated as of May 24, 2010, by and among the Company and the Other Members, is hereby amended and restated in its entirety as set forth hereto in Annex A.
Rollover Agreement. Each Stockholder Party has entered or agrees to enter into a rollover commitment letter in substantially the form attached hereto as Exhibit A. In addition, if any Person proposes or offers to employ Stockholder in connection with any Competing Proposal, Stockholder will promptly provide an unredacted copy of such proposal or offer of employment and any subsequent changes to such proposal or offer to TPG (or a written summary thereof if such proposal, offer or subsequent change was oral).
