Rollover Agreements definition

Rollover Agreements means the rollover agreements, dated as of the date hereof, between Holdco, Parent and each of the Rollover Securityholders.

Rollover Agreements has the meaning set forth in the recitals.

Rollover Agreements means (i) the CEO Support and Rollover Agreement and (ii) any rollover agreement entered into after the date hereof between an Affiliate of Parent, on the one hand, and any holder of Company Common Stock, on the other hand.

Examples of Rollover Agreements in a sentence

• For U.S. federal, and applicable state and local income tax purposes each of the Rollover Contributions and the Cash Contributions, taken collectively, together with the contributions and exchanges pursuant to Section 2.1 of the Incentive Rollover Agreements, shall be treated as an integrated transaction qualifying under Section 351(a) of the Internal Revenue Code of 1986, as amended.

• This Agreement (including the exhibits and schedules hereto, including the Company Disclosure Schedule), the Rollover Agreement, the Additional Rollover Agreements (if any) and the Limited Guarantees constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and thereof.

• The Investors will work together in good faith to determine the filings that are required by applicable antitrust, competition, foreign investment, fair trade, “know your customer”, anti-money laundering or anti-bribery laws or regulations or other applicable laws or regulations relating to or in connection with the transactions contemplated hereby and in the ECLs and the Rollover Agreements, as well as the acquisition of Target under the Merger Agreement (“Regulatory Laws”).

• Other than the certificate of incorporation, bylaws and stockholders’ agreement of Parent (collectively, the “Parent Governing Documents”), the Joint Bidding Agreement, the Equity Commitment Letters, the Voting and Support Agreements and the Rollover Agreements, there are no Contracts with respect to the ownership or governance of Parent.

• This Agreement (together with the Registration Rights Agreement, the Share Rollover Agreements, the RSU Rollover Agreements and any Company Award between the Company and an Applicable Employee for any Management Stockholder) constitutes the entire understanding and agreement between the parties and supersedes and replaces any prior understanding, agreement or statement of intent, in each case, written or oral, of any and every nature with respect thereto.

More Definitions of Rollover Agreements

Rollover Agreements has the meaning given in Section 2.2;

Rollover Agreements has the meaning specified in the Recitals.

Rollover Agreements means the agreements entered on the date hereof, by and between the Purchaser and each of [ ], [ ] and [ ] with respect to the Management Rollover Shares.

Rollover Agreements shall have the meaning set forth in the Recitals hereto.

Rollover Agreements means, collectively, the SLR Rollover Agreement, the Stockholder Rollover Agreements, the Company RSU Rollover Agreements (if any), the Company PSU Rollover Agreements (if any), the Company Stock Option Rollover Agreements (if any) and the Additional Rollover Agreements (if any).

Rollover Agreements means the agreements, if any, entered into prior to the Closing Date between Parent (or any Affiliate thereof) and the Rollover Investors relating to any Rollover Shares.

Rollover Agreements means the agreements dated as of November 22, 2000, among HDD Holdings, Seagate SAN and Tape Holdings, respectively, Holdings and certain continuing members of management.