Rollover Closing definition
Examples of Rollover Closing in a sentence
The Share Documents shall be held by Parent or any agent authorized by Parent until the Rollover Closing, at which time they shall be delivered to the Company in order to give full effect to the Rollover Closing as contemplated by this Agreement, including procuring that the Company register the Rollover Shares in favor of Merger Sub in its register of members as at the Rollover Closing.
To the extent that any Rollover Shares of a Rollover Shareholder are held in street name or otherwise represented by ADSs, the Rollover Shareholder shall execute such instruments and take such other actions, in each case, as are reasonably requested by Parent to convert its ADSs into Rollover Shares no later than three (3) Business Days prior to the Rollover Closing.
At the Rollover Closing, Parent shall deliver to the Rollover Shareholder a copy of the updated register of members of Parent as of the date of the Rollover Closing, certified by the registered agent or an officer of Parent, reflecting the issuance of the Parent Shares to the Rollover Shareholder.
Except for obligations or liabilities incurred in connection with its formation, its ownership of Shares in the Company or related to the Transactions, each of Parent and Merger Sub has not incurred and will not incur, prior to the Rollover Closing, directly or indirectly, through any Subsidiary or Affiliate (other than the Company and its Subsidiaries), any obligations or liabilities of any type or kind whatsoever or entered into any agreements or arrangements with any Person.
If for any reason the Merger fails to occur but the Rollover Closing has already taken place, then Parent and Merger Sub shall, upon the termination of the Merger Agreement, promptly take all such actions as are necessary to restore the Rollover Shareholder to the position it was in with respect to ownership of the Rollover Shares immediately prior to the Rollover Closing.
At the Rollover Closing, the Parent Shares to be issued under this Agreement shall have been duly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and non-assessable, free and clear of all Liens and subscription and similar rights (other than restrictions arising under any applicable securities Laws or the organizational documents of Parent).
Each of Parent and Merger Sub has not conducted and will not conduct, prior to the Rollover Closing, any business other than in connection with its formation, its ownership of Shares in the Company or related to the Transactions.
Parent shall not amend, supplement or modify the Merger Agreement in a way that is or could reasonably be expected to have a material and adverse impact on the Rollover Shareholder (including as to the tax treatment in connection with or related to the Rollover Closing), without the Rollover Shareholder’s prior written consent.
For the avoidance of doubt, if the Company is awarded specific performance with respect to the obligations of Parent and Merger Sub to effect the Closing pursuant to the Merger Agreement, the conditions to the Rollover Closing set forth in this Section 3.4 shall be deemed satisfied.
Promptly after the Rollover Closing, Parent shall deliver to the Rollover Shareholder a share certificate representing such number of Parent Shares set forth opposite the name of the Rollover Shareholder in Schedule A hereto.