Rollover Closing definition

Rollover Closing has the meaning ascribed to it in Section 2.3.

Rollover Closing shall have the meaning ascribed to such term in the SLR Rollover Agreement.

Rollover Closing means the Investment Closing as defined in the applicable Rollover Agreement.

Examples of Rollover Closing in a sentence

• Prior to or concurrent with the Rollover Closing, Rollover Investor shall deliver to Parent duly executed counterpart signature pages to each of the Investor’s Rights Agreement, Voting Agreement and Right of First Refusal and Co-Sale Agreement as an “Investor” thereunder (collectively, the “Financing Documents”).

• If for any reason the Merger fails to occur but the Rollover Closing contemplated by Article III has already taken place, then Parent shall promptly take all such actions as are necessary to restore each Rollover Shareholder to the position it or he was in with respect to ownership of its or his Rollover Shares prior to the Rollover Closing.

• The representations and warranties contained herein will survive the Rollover Closing.

• At or prior to the Rollover Closing, Rollover Holder shall (a) deliver a counterpart signature page to the Stockholders Agreement to TopCo and (b) accept, and become subject to, the rights, restrictions and other provisions of the Stockholders Agreement.

• The obligations set forth in this Section 9(c) shall terminate at the Rollover Closing.

• For the avoidance of doubt, the cancellation of the Rollover Shares (including those represented by ADSs) shall only take place at the Effective Time in accordance with Section 3.1, notwithstanding the fact that the Rollover Closing may take place prior to the Effective Time.

• On the date of the Rollover Closing, the Rollover Stockholder will not be a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require, or restrict or impair the ability of, the Rollover Stockholder to sell, transfer, or otherwise dispose of any capital stock of the Company.

• This Agreement shall automatically terminate if, at any time prior to the Rollover Closing, the Merger Agreement shall have been terminated for any reason by any of the parties thereto.

• To the extent the Rollover Stockholder is married on the date hereof or on the date of Rollover Closing, the spouse of such Rollover Stockholder has executed and delivered to Holdings the Spousal Consent in the form attached hereto as Schedule 1.

• If for any reason the Merger fails to occur but the Rollover Closing contemplated by Article II has already taken place, then Parent shall promptly take all such actions as are necessary to restore each Supporting Shareholder to the position it was in with respect to ownership of the Rollover Shares prior to the Rollover Closing.