Rollover Consideration definition

Rollover Consideration means, with respect to a Rollover Shareholder, a number of Topco Shares equal to the number of the Rollover Shares of such Rollover Shareholder (which number, determined based on the number of Rollover Shares of such Rollover Shareholder as of the date hereof, is set forth in the column entitled “Rollover Consideration” opposite such Rollover Shareholder’s name on Schedule A hereto).

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Rollover Consideration means, with respect to a Shareholder, the number of HoldCo Shares set forth in the column entitled “Rollover Consideration” opposite such Shareholder’s name on Schedule A hereto (as may be adjusted from time to time by the Sponsor in accordance with Section 4.5).

Rollover Consideration means the consideration described in an applicable Rollover Agreement and payable to a Rollover Shareholder for the transfer of such Rollover Shareholder's Rollover Shares.

Examples of Rollover Consideration in a sentence

• Immediately following the Subscription Closing, Topco shall contribute, assign, transfer, convey and deliver to Parent all of Topco’s interest in the Subscriber Rollover Consideration, and Parent shall (and Topco shall cause Parent to) accept and assume such contribution, assignment, transfer, conveyance and delivery pursuant to a contribution agreement in form and substance reasonably satisfactory to SLR.

• Subscriber acknowledges and agrees that the New Topco Common Units shall constitute the sole consideration that Subscriber is entitled to receive in exchange for the Subscriber Rollover Consideration.

• For illustration purposes only, Annex F hereto sets forth a hypothetical calculation of the Purchase Price, the allocation of the Closing Cash Consideration and the Closing Rollover Consideration and an Earn-Out Amount to each Member, in each case, based on the assumptions outlined therein.

• On the date of the Rollover Closing, Topco shall deliver to the Rollover Shareholder or its designated Person (as applicable) a certified true copy of Topco’s updated register of members reflecting the ownership of such Rollover Shareholder or its designated Person (as applicable) of the Rollover Consideration.

• Any amounts invested in Topco by Subscriber, including the Subscriber Rollover Consideration, are not and will not be directly or indirectly derived from activities that contravene federal, state or international anti-money laundering laws.

• The Major Stockholder acknowledges and agrees that the Rollover Consideration and the covenants contained herein provide good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in this Section 7.

• Concurrent with the issuance of Merger Consideration, certain individuals shall be entitled to receive Management Rollover Consideration in such amounts in accordance with ‎Section 3.3(d), to be issued by Surviving Pubco as soon as reasonably practicable after the adoption and effectiveness of the Incentive Plan and the filing of an effective registration statement on Form S-8.

• On the date of the Rollover Closing, Topco shall deliver to the Rollover Shareholder or his designated Person (as applicable) a certified true copy of Topco’s updated register of members reflecting the ownership of such Rollover Shareholder or his designated Person (as applicable) of the Rollover Consideration.

• Each Rollover Stockholder acknowledges and agrees that the Rollover Consideration and the covenants contained herein provide good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in this Section 5.

• At the Closing, in consideration for the cancellation of the Rollover Shares held by each Shareholder in accordance with Section 3.1 and without prejudice to any additional Parent Shares that such Shareholder may receive in respect of any cash contributions, Parent shall issue or cause to be issued to such Shareholder (or, if designated by such Shareholder in writing, an Affiliate of such Shareholder), and such Shareholder or its Affiliate (as applicable) shall subscribe for its Rollover Consideration.

More Definitions of Rollover Consideration

Rollover Consideration means, collectively, the Intermediate Rollover Consideration and the Purchaser Rollover Consideration;

Rollover Consideration means £2,722,890.00 in principal amount of Rollover Loan Notes;

Rollover Consideration means the aggregate value of the Rollover Securities, valued as follows: (a) each such share of Common Stock shall be valued at the Per Share Amount, (b) each such Option shall be valued at the Per Share Amount less the exercise price for such Option, and (c) each such Right shall be valued at the Per Share Amount less the exercise price for such Right.

Rollover Consideration means, with respect to a Rollover Shareholder, the number of Parent Shares set forth in the column entitled “Parent Shares” opposite such Rollover Shareholder’s name on Schedule A hereto (as may be adjusted from time to time by the Requisite Investors in accordance with Section 4.4).

Rollover Consideration means 125,500 Common Units. Active 11524237 10

Rollover Consideration means the amount of Merger Consideration to which the Rollover Holders are entitled as set forth on Updated Exhibit C.