Rollover Transaction Clause Samples
A Rollover Transaction clause allows parties to extend or renew the term of an existing transaction beyond its original maturity date, typically by mutual agreement. In practice, this means that if both parties consent, the terms of the transaction—such as interest rates or payment schedules—may be adjusted and the transaction continues without the need to execute a new agreement. This clause provides flexibility for both parties to adapt to changing circumstances and helps avoid the administrative burden of renegotiating or drafting new contracts for each extension.
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Rollover Transaction. Concurrently with the date hereof, as an integral part of the transactions contemplated hereby, each of the Company Securityholders that is identified in Section 1.3 of the Company Disclosure Schedule (the “Rollover Participants”) has entered into the Rollover Agreement pursuant to which such Rollover Participant will, among other things, acquire Rollover Acquired Units. The Rollover Agreement shall set forth the terms and conditions of the Rollover Transaction and shall provide that the applicable Rollover Participant will contribute a portion of such Rollover Participant’s Rollover Shares in exchange for the issuance by LP Holdings of Rollover Acquired Units, in accordance with the terms of the Rollover Agreement and the LP Holdings LPA. In no event shall the holder of a Rollover Share be entitled to receive any portion of the Per Share Merger Consideration in respect of such Rollover Share; provided that each holder of a Rollover Share shall sell such holder’s Contingent Shares to Buyer in exchange for (i) the right to receive (A) subject to Section 1.10(d), the Per Share Holdback Consideration, if any, to be paid to the Company Securityholders if and when released in accordance with this Agreement, (B) subject to Section 1.15 and Article 8, the Per Share Escrow Consideration, if any, to be paid to the Company Securityholders if and when released in accordance with the Escrow Agreement and this Agreement and (C) other amounts to be paid to the Rollover Participants with respect to such holder’s Rollover Shares as contemplated under this Agreement (clauses (A) through (C), collectively, the “Contingent Payment Rights”), and (ii) the obligation to pay, or cause to be paid, in each case, pro rata based upon proceeds received and in accordance with this Agreement, any amount required to be paid by a Company Securityholder pursuant to this Agreement.
Rollover Transaction. LP Holdings shall have executed and delivered to the Rollover Participants the LP Holdings LPA and issued the Rollover Acquired Units to the Rollover Participants in accordance with the Rollover Agreement and the LP Holdings LPA.
Rollover Transaction. As an integral part of the transactions contemplated hereby, each Rollover Holder will, immediately prior to the Closing, exchange such Rollover Holder’s Rollover Interests for Common Units of Parent and, immediately prior to the Closing, each such Rollover Holder will receive in respect of such Rollover Holder’s Rollover Interests the number of Common Units set forth across from such Person’s name on Annex I, with each Common Unit of Parent being deemed for purposes hereof to have a value equal to $2.71, and in each case in accordance with the terms of the applicable Rollover Agreement. For the avoidance of doubt, the holders of the Rollover Interests will be entitled to receive Common Units immediately prior to, but contingent upon, the Closing and any cash payment to Sellers pursuant to Section 1.3.
Rollover Transaction. All transactions contemplated by Rollover Agreement shall have been consummated and become effective as of no later than immediately prior to the Effective Time.
Rollover Transaction. The parties hereto agree that the Rollover Transaction will be consummated as follows:
(a) Contemporaneously and in connection with the AOT Contribution, the Rollover Sellers will contribute their respective Rollover Interests all as set forth on Annex I hereto to Holdco in exchange for membership interests in Holdco.
(b) Prior to the Closing, Holdco will contribute the Rollover Interests received pursuant to clause (a) to Newco, and immediately thereafter Newco will contribute such Rollover Interests to Buyer.
(c) Thereafter, and contemporaneously with Closing, the Rollover Sellers will contribute their membership interests in Holdco to AOT in exchange for membership interests in AOT all as set forth on Annex I hereto.
Rollover Transaction. Parent shall use reasonable best efforts to consummate the Rollover Transaction on the terms set forth in the Rollover Agreement.
Rollover Transaction. The Rollover Transaction shall have been consummated on the same day as the Closing, immediately prior to the Closing.
Rollover Transaction