Rolled Shares definition
Examples of Rolled Shares in a sentence
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.
Subject to Sections 2.1(c), 2.1(e) and 2.1(f), each Common Share (other than any Cancelled Shares, any Dissenting Shares and any Rolled Shares) will thereupon be converted automatically into and will thereafter represent the right to receive $18.20 in cash, without interest (the “Merger Consideration”).
Except as provided in this Agreement, there are no outstanding options or other rights to acquire from such Family Shareholder, or obligations of such Family Shareholder to sell or to dispose of, any of such Rolled Shares (except as expressly contemplated by this Agreement).
Immediately after the Rollover and prior to the Effective Time, Family LLC will Transfer the Rolled Shares to Parent (the “Contribution”), and in exchange for the contribution of such Rolled Shares, Parent will issue and deliver to Family LLC 100 shares of Parent Common Stock representing 100% of the outstanding common stock of Parent.
After the Effective Time, MEDIQ will deliver to each ▇▇▇▇▇ Investor certificates evidencing the number of shares of MEDIQ Series B Preferred Stock and MEDIQ Common Stock to be received by such ▇▇▇▇▇ Investor, registered in such ▇▇▇▇▇ Investor's name upon delivery of the Rolled Shares as described in Section 2.1 hereof.
The Client has, in this case, the sole right to have a repayment of already paid fee and the Client can in this way not claim any other remedies of breach of contract on the occasion of the occurred delay.
If, after the Effective Time, Certificates (other than with respect to Remaining Shares or Rolled Shares) are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged for a check in the proper amount pursuant to and subject to the requirements of this Article II.
Pursuant to Section 1.5(e) of the Merger Agreement, at the Effective Time, the Rolled Shares shall be converted into an aggregate of 1,340,219 shares of MEDIQ Series B Preferred Stock and 109,781 shares of MEDIQ Common Stock, allocated among the holders of the Rolled Shares as provided on Schedule A hereto underneath the caption "▇▇▇▇▇ Investors".
Contemporaneously with the execution of that certain Agreement and Plan of Merger, dated as of January 14, 1998 (as may be amended from time to time, the "Merger Agreement") by and between MQ and MEDIQ, MQ requires that ▇▇▇▇▇ Entities enter into this Agreement whereby the ▇▇▇▇▇ Entities agree to convert an aggregate of 1,000,000 shares (the "Rolled Shares") of Series A Preferred Stock, par value $.50 per share of MEDIQ (the "MEDIQ Preferred Stock") into certain securities specified herein.
As a result of their conversion pursuant to Section 1.5(e) of the Merger Agreement, all of the Rolled Shares shall cease to be outstanding and shall be automatically canceled and retired and the holders of the certificates previously evidencing such Rolled Shares shall cease to have any rights with respect to such Rolled Shares except as otherwise provided in the Merger Agreement or by law.