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).
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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.
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Examples of Rollover Consideration in a sentence

  • 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.

  • 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.

  • A payment of $16,500 is payable as a Rollover Consideration if the Company exercises Rollover Extension.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • On the date of the Rollover Closing, Topco shall deliver to each 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.

  • The Rollover Election Notice was provided on 15 October 2014.Interest Rate12% per annum.Fees payable by the Company under each noteAn amount of $5,000 is payable as Rollover Consideration if the Rollover Extension is exercised.


More Definitions of Rollover Consideration

Rollover Consideration means, collectively, the Intermediate Rollover Consideration and the Purchaser Rollover Consideration;
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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.
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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).
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Rollover Consideration means the amount of Merger Consideration to which the Rollover Holders are entitled as set forth on Updated Exhibit C.
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Rollover Consideration means 125,500 Common Units. Active 11524237 10
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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.
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Related to Rollover Consideration

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Aggregate Stock Consideration is defined in Section 2.05C.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Closing Stock Consideration has such meaning as set forth in Section 2.7(b).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).

  • Earnout Consideration has the meaning set forth in Section 2.8.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Base Merger Consideration means $1,500,000,000.

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).