Equity Rollover definition

Equity Rollover. Existing management stockholders are expected to commit to reinvest approximately $50 million in new equity of New Holdings (the “Rollover”). Approximately $40 million of the Rollover will be represented by Xxxxxx Xxxxxx and other members of the Executive Management Team (the “EMT”). Apax and its advisors will work with Hub’s advisors to seek to structure the Rollover in as tax efficient a manner as practicable. The members of the EMT and other select participants will execute Rollover Commitments simultaneous with New Holdings and Hub executing the definitive acquisition agreement. The balance of the members of management participating in the Rollover will execute Rollover Commitments following public announcement of the transaction. Rollover equity will be in the same class of shares of New Holdings with same per share rights as equity to be held by Apax. If permitted by applicable securities laws, in connection with the Rollover, Hub will provide low interest rate loans to members of the EMT and to certain select employees making a Rollover Commitment who are investing more than their after-tax proceeds to facilitate the payment of taxes arising from the Transaction. Hub will make gross-up payments to members of the EMT entitled to such payments pursuant to the terms of existing agreements.

Equity Rollover means the issuance of common stock of Holdings on the Recapitalization Date to the Continuing Shareholders (as defined in the Recapitalization Agreement) or their permitted transferees under the Exchange and Voting Agreement (as defined in the Recapitalization Agreement), in each case pursuant to and in accordance with Section 2.04(d) of the Recapitalization Agreement.

Equity Rollover has the meaning set forth in SECTION 5.01(c)(ii)(B).

Examples of Equity Rollover in a sentence

• Notwithstanding the foregoing, each Contributing Stockholder may make transfers of Owned Shares (a) for estate planning or similar purposes so long as such Contributing Stockholder or another Contributing Stockholder retains control over the voting and disposition of such Owned Shares and agrees in writing to continue to vote such Owned Shares in accordance with this Agreement and (b) pursuant to the Equity Rollover Commitment of such Contributing Stockholder.

• Subject to its terms and conditions, the Financing, when funded in accordance with the Financing Letters, and after giving effect to the Equity Rollover Commitment, together with cash on hand from operations of the Company, will provide funds at the Closing and at the Effective Time sufficient to consummate the Merger upon the terms contemplated by this Agreement and to pay all related fees and expenses associated therewith, including payment of all amounts under Article II of this Agreement.

• This Amendment shall be contingent upon the consummation of the Merger and the completion of mutually satisfactory arrangements pertaining to Executive's equity rollover (as reflected on his Equity Rollover Election Form) in connection with the Merger.

• This Agreement (together with the Equity Rollover Commitment Letter executed by each of the Stockholders and the Merger Agreement) constitutes the entire agreement and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.

• Except as provided for herein or as contemplated in the Equity Rollover Commitment Letter, each Stockholder agrees, from the date hereof until the Expiration Time, not to (i) directly or indirectly Transfer or offer to Transfer any Owned Shares or Company Stock Options; (ii) tender any Owned Shares or Company Stock Options into any tender or exchange offer or otherwise; or (iii) otherwise restrict the ability of such Stockholder freely to exercise all voting rights with respect thereto.

More Definitions of Equity Rollover

Equity Rollover means the contribution by one or more stockholders of the Company to Parent or MergerCo some or all of such stockholder’s Shares in exchange for shares of capital stock of Parent or MergerCo immediately prior to the Effective Time (which Shares shall be cancelled in the Merger, as provided in Section 2.1(a)), including without limitation the contribution of Xxxxxx Xxxxxxxx pursuant to the Equity Rollover Commitment.

Equity Rollover has the meaning specified in Section 5.10.

Equity Rollover means the investment of not less than $150,000,000 and not more than $250,000,000 in Holdings and the other Loan Parties by the continuing management of HDD Holdings, Tape Holdings and Seagate SAN or either Borrower by means of the surrender on the Effective Date of Equity Interests, or options, warrants or other rights to acquire Equity Interests, in the Company or any of its subsidiaries in exchange for Equity Interests, or options, warrants or other rights to acquire Equity Interests, in Holdings or rights under one or more Deferred Compensation Plans.

Equity Rollover means the issuance by the Borrower of shares of its common stock for the account of the selling shareholders of Red Lion as part of the Acquisition.

Equity Rollover has the meaning set forth in Section 5.10.] “Equity Securities” has the meaning set forth in Section 3.03(a). “Excluded Securities” means any Series A Units, Series A-1 Units, Series B Units, Class C Units or other Equity Securities: (i) issued as a dividend or distribution on any of the Units in accordance with this Agreement; (ii) granted or issued to employees, officers, directors, managers of, or contractors, consultants or advisors to, the Company or any of its Subsidiaries pursuant to incentive agreements, equity purchase agreements, equity option plans, equity bonuses or awards, warrants, contracts or other arrangements that are approved by the Board of Managers and, if applicable, the Required Member Consent; (iii) issued or issuable in connection with any equipment leases, real property leases, loans, credit lines, guarantees of indebtedness or similar transactions, in each case, approved by the Board of Managers; (iv) issued as consideration for the acquisition of another Person by the Company or any of its Subsidiaries, whether by consolidation, merger, purchase of equity interests or all or substantially all of the assets, or other transaction; (v) issued in connection with any equity split, equity dividend or recapitalization of the Company; (vi) issued pursuant to any public offering and sale pursuant to an effective registration statement under the Securities Act; or (vii) issued to any person or entity that is not a Magnetar Member. “Fair Market Value” means, with respect to any assets or Securities, the fair market value for such assets or Securities, as determined in good faith by the Board of Managers; provided,

Equity Rollover is defined in the third recital.

Equity Rollover has the meaning given to such term in Section 6.5. 2.21 “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto. 2.22 “Excluded Participant” shall mean Xxxxx Xxxxx. 2.23 “Fair Market Value” as it relates to a Unit means the fair market value of a Unit as of the most recent Valuation Date, as determined by the Committee or the Parent Board using a nationally recognized investment bank (or other comparable valuation expert) selected by the Committee or the Parent Board; provided, however, that if, prior to the time at which such