Roll-Up Entity definition

Roll-Up Entity means a partnership, real estate investment trust, corporation, trust or similar entity that would be created or would survive after the successful completion of a proposed Roll-Up Transaction.

Roll-Up Entity means a partnership, trust, corporation or other entity that would be created or survive after the successful completion of a proposed roll-up transaction.

Roll-Up Entity means a partnership, REIT, corporation, trust or other entity that would be created or would survive after the successful completion of a proposed Roll-Up transaction.

Examples of Roll-Up Entity in a sentence

• If the appraisal will be included in a prospectus used to offer the securities of a Roll-Up Entity, the appraisal shall be filed with the Securities and Exchange Commission and the states as an exhibit to the registration statement for the offering.

• If the appraisal will be included in a prospectus used to offer the securities of a Roll-Up Entity, the appraisal shall be filed with the SEC and the states as an exhibit to the registration statement for the offering.

• If the appraisal will be included in a Prospectus used to offer the securities of a Roll-Up Entity, the appraisal shall be filed with the Securities and Exchange Commission and, if applicable, the states in which registration of such securities is sought, as an exhibit to the registration statement for the offering.

• If the appraisal will be included in a Prospectus used to offer the securities of a Roll-Up Entity, the appraisal shall be filed with the SEC and the states as an exhibit to the registration statement for the offering.

• If the appraisal will be included in a prospectus used to offer securities of a Roll-Up Entity, then the appraisal shall be filed with the SEC and the Administrator as an exhibit to the registration statement for the offering.

• If the appraisal will be included in a Prospectus used to offer securities of a Roll-Up Entity, the appraisal shall be filed with the Securities and Exchange Commission and the states as an exhibit to the registration statement.

• If the Roll-Up Entity is a corporation, then the democracy rights of Participants shall correspond to the democracy rights provided for in this Agreement to the greatest extent possible.

• In connection with any proposed Roll-Up Transaction, which, in general terms, is any transaction involving the acquisition, merger, conversion, or consolidation, directly or indirectly, of the Company and the issuance of securities of a Roll-Up Entity that would be created or would survive after the successful completion of the Roll-Up Transaction, an appraisal of all Properties shall be obtained from an Independent Appraiser.

• If the appraisal will be included in a Prospectus used to offer the securities of the Roll-Up Entity, the appraisal shall be filed with the SEC and the states as an exhibit to the registration statement for the offering.

• The Partnership shall not participate in any proposed Roll-Up transaction which would limit the ability of a Participant to exercise the voting rights of its securities of the Roll-Up Entity on the basis of the number of Units held by that Participant.

More Definitions of Roll-Up Entity

Roll-Up Entity means a Person that would be created or would survive after the successful completion of a proposed Roll-Up Transaction.

Roll-Up Entity means a single entity or group of related entities that, upon the consummation of the Second Transaction, directly or indirectly owns or controls any Shares, units of limited partnership interest in MSV LP, GP Shares or outstanding employee options granted under an employee option plan of MSV LP, pursuant to the Second Transaction, and any person to whom the Roll-Up Entity Transfers Shares pursuant to Section 8.2(b)(ii) or Section 8.2(b)(iii); provided, that in the event the Roll-Up Entity controls, but does not itself own, or does not own directly, all of the Shares owned by MSV Investors, TMI Sub and any other Stockholder that Transfers direct or indirect ownership or control of its Shares to such entity (or their respective Affiliates), the term "Roll-Up Entity" shall also include all other entities which directly own such Shares and as to which the Roll-Up Entity has control and/or indirect ownership. In the event that the Roll-Up Entity includes more than one entity, such Roll-Up Entity shall deliver a written instrument to the Company, signed by each entity that comprises the Roll-Up Entity, stating the method by which the Roll-Up Entity will exercise the minority rights set forth in this Agreement. Such methodology shall be selected by the entities comprising the Roll-Up Entity in their discretion, but the methodology indicated in such written instrument shall be binding on the Roll-Up Entity unless and until a subsequent written instrument is delivered to the Company, signed by each entity comprising the Roll-Up Entity, changing such methodology.

Roll-Up Entity means a partnership, trust, corporation, limited liability company, or other entity that would be created or survive after the successful completion of a proposed roll-up transaction.

Roll-Up Entity means a single entity or group of related entities that will acquire direct or indirect ownership or control of any shares of TerreStar Stock, MSV LP Units, GP Shares or MSV Options pursuant to the Second Transaction, and any person to whom the Roll-Up Entity transfers MSV LP Units and GP Shares pursuant to Section 8.2(c)(i) or Section 8.2(c)(ii) of the Stockholders' Agreement, or shares of TerreStar Stock pursuant to Section 8.2(b)(ii) or Section 8.2(b)(iii) of the New TerreStar Stockholders' Agreement.

Roll-Up Entity has the meaning set forth in the introductory paragraph hereto.