Rollover Investment. 60 Day Rollover – (Xxxxxxxxx ESA is the same Designated Beneficiary’s name) This is a distribution of all or part of the account balance form another Xxxxxxxxx ESA that was registered to the same Designated Beneficiary and is being rolled over within 60 days of receipt. 60 Day Rollover – (Eligible Family Member’s Xxxxxxxxx ESA) This is a distribution of all or part of the account balance form another Xxxxxxxxx ESA that was held in another family member’s name and is being rolled over within 60 days of receipt.
Rollover Investment. Immediately following the satisfaction of the conditions to Closing under the Merger Agreement (other than those conditions that by their nature can only be satisfied at the Closing) but prior to the Effective Time, each Rollover Investor identified as a “Rollover Investor” on Annex A shall contribute, transfer, and assign to Parent all of its right, title, and interest in and to the number of Rollover Shares set forth opposite such Rollover Investor’s name on Annex A, free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever (other than restrictions on the right to sell or otherwise dispose of such shares imposed by securities laws) (the “Rollover”), in exchange for Parent Shares in the amount set forth opposite such Rollover Investor’s name on Annex A.
Rollover Investment. Xxxxxxxxx has delivered to Monroe a true, complete and correct copy of the executed rollover commitment letter of even date herewith (the “Rollover Letter”), pursuant to which Yucaipa Hospitality Investments, LLC (the “Rollover Investor”) has committed to contribute to Holdco, subject only to the terms and conditions expressly set forth therein, the number of shares of Monroe Series A Preferred Securities and the number of Monroe Warrants set forth therein (including all accrued and unpaid dividends thereon, the “Rollover Investment”; any such shares and Monroe Warrants being rolled over pursuant to the Rollover Letter, the “Rollover Shares”). As of the date of this Agreement, the Rollover Letter has not been amended, supplemented or modified prior to the date of this Agreement, no such amendment or modification is contemplated, and, as of the date hereof, none of the commitments contained in the Rollover Letter has been withdrawn, terminated or rescinded in any respect (and no such withdrawal, termination or rescission is contemplated). The Rollover Letter provides that Monroe is a third-party beneficiary thereof and is entitled to enforce such agreement in connection with Monroe’s exercise of its rights under Section 9.11, subject only to the express terms and conditions thereof. As of the date of this Agreement, the Rollover Letter, in the form so delivered to Monroe, is in full force and effect and is a legal, valid, binding and enforceable obligation of Xxxxxxxxx and Sub-S and the other parties thereto. There are no side letters or other agreements, arrangements, contracts or understandings relating to the Rollover Investment other than as expressly set forth in the Rollover Letter. The only conditions precedent or other contingencies related to the obligations of the Rollover Investor to make the Rollover Investment are those expressly set forth in the Rollover Letter. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Xxxxxxxxx, Sub-S, any direct investor in Xxxxxxxxx or any of the other parties to the Rollover Letter under any term, or a failure of any condition, of the Rollover Letter or otherwise result in any portion of the Rollover Investment contemplated thereby to be unavailable or delayed. As of the date of this Agreement, none of Xxxxxxxxx, Sub-S or any direct investor in Xxxxxxxxx has any reason to believe that any term or conditi...
Rollover Investment. (a) Xxxxxxxxx shall use, and shall cause its affiliates to use, its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Rollover Investment, in each case, on the terms and subject only to the conditions set forth in the Rollover Letter, as the case may be, including using its reasonable best efforts to (i) maintain in effect the Rollover Letter, (ii) comply with its obligations under the Rollover Letter, (iii) satisfy (or cause its affiliates to satisfy) on a timely basis all conditions applicable to Xxxxxxxxx (or its affiliates) or Sub-S contained in the Rollover Letter, (iv) enforce its rights (including through litigation) under the Rollover Letter and (v) consummate the Rollover Investment at or prior to the Closing, including using its (or causing its affiliates to use) reasonable best efforts (including through litigation) to cause the Rollover Investor to make the Rollover Investment at or prior to the Closing. Without limiting the generality of the foregoing, Xxxxxxxxx and Sub-S shall give Monroe prompt (but in any event within one (1) business day) notice: (i) of any breach (or threatened breach) or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any breach or default) by any party to the Rollover Letter of which Xxxxxxxxx or its affiliates becomes aware;
Rollover Investment. The Xxxxx Parties commit to invest collectively into the Parent in connection with the Merger an amount equal to a percentage of the after-tax value of the Xxxxx Parties’ aggregate current equity holdings specified in the Support Agreement, valued for this purpose using the Offer Price (the “Rollover Amount”). • The Rollover Amount will be invested in the same strip of securities and in the same relative proportions between securities in any strip as Apax and its affiliates (collectively, the “Sponsor”); provided, however, that at least 60% of the fair market value of any such strip of securities to be held by Apax and the Xxxxx Parties will consist of common stock and/or preferred stock that is not “nonqualified preferred stock” as defined in Section 351(g) of the Code. • Notwithstanding that the Support Agreement provides that the Rollover Amount is determined based upon after-tax proceeds, after consultation with the Xxxxx Parties, and to the extent that Sponsor determines that it is reasonably feasible (after giving effect to the second bullet point of this Part I), Sponsor and Parent will cooperate with the Xxxxx Parties to achieve a tax-free rollover of the Rollover Amount within the corporate/capital structure selected by Sponsor for the transaction. No more than five (5) business days after the execution of the Merger Agreement, the Xxxxx Parties shall notify Parent in writing (the “Rollover Notice”) whether the Xxxxx Parties desire to achieve a tax-free rollover with respect to all or a portion of the Xxxxx Parties’ Rollover Amount. Following the receipt of the Rollover Notice, but prior to the Acceptance Time, each of Parent, Sponsor and Xxxxx Parties shall use its reasonable efforts to negotiate and enter into definitive documents (the “Rollover Documents”) that effect the exchange of Company securities owned by one or more of the Xxxxx Parties representing the Rollover Amount for securities of Parent (and/or an Affiliate of Parent) on terms and conditions reasonably satisfactory to the parties. The shares of Common Stock to be so exchanged shall constitute “Rollover Shares” for purposes of the Merger Agreement. The Rollover Documents shall identify any shares of Common Stock that are being exchanged for securities of Parent prior to the Effective Time in a transaction that the parties intend to qualify as an exchange described in Section 351 of the Internal Revenue Code. • The Xxxxx Parties’ investment will be fully vested and not be subject to...
Rollover Investment. Subject to the terms and conditions of the Contribution Agreement, immediately prior to (but subject to the consummation of) the Merger, (a) each of the Common Stockholders party to the Contribution Agreement as of the date hereof (each, a “Rollover Holder”), shall contribute to Management Company 100% of the Common Shares held thereby as of immediately prior to the Closing (the “Rollover Shares”) and (b) any other Equity Holder that becomes a member of the Management Company after the date hereof and before the Closing (each, an “Other Participating Manager”), will (unless otherwise agreed among the Rollover Holders and such Other Participating Member) contribute to Management Company cash, in each case, for the consideration specified in the Contribution Agreement or as otherwise agreed between the Rollover Holders and such Other Participating Manager, as applicable. The Rollover Holders (but no Other Participating Managers) shall also be entitled to receive in cash, when and to the extent payable, (i) the Per Common Share Final Closing Adjustment Amount, if any, multiplied by the number of Rollover Shares contributed by such Rollover Holder; plus (ii) the Per Common Share Escrow Consideration, if any, multiplied by the number of Rollover Shares contributed by such Rollover Holder; plus (iii) the Per Common Share Stockholders’ Representative Expense Amount, if any, multiplied by the number of Rollover Shares contributed by such Rollover Holder.
