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).
Sample 1Sample 2Sample 3
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).
Sample 1Sample 2Sample 3
Rollover Consideration means, collectively, the Intermediate Rollover Consideration and the Purchaser Rollover Consideration;
Sample 1Sample 2

Examples of Rollover Consideration in a sentence

  • 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.

  • Management Rollover Consideration shall vest upon the six (6) month anniversary of the Closing Date.

  • 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.

  • 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 aggregate amount of Cash Consideration and Rollover Consideration (together, the “Merger Consideration”) to be paid by NRP and the Parent in respect of the Merger shall be $205,000,000 (the “Base Consideration”), as such amount is increased or decreased (as the case may be) pursuant to Section 2.1(b) and 2.1(c).

  • 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.

  • 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.


More Definitions of Rollover Consideration

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.
Sample 1Sample 2
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).
Sample 1
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.
Sample 1
Rollover Consideration means the amount of Merger Consideration to which the Rollover Holders are entitled as set forth on Updated Exhibit C.
Sample 1
Rollover Consideration means 125,500 Common Units. Active 11524237 10 Exhibit 2.1
Sample 1
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.
Sample 1

Related to Rollover Consideration

  • Total Consideration shall have the meaning as set forth in Section 2.8.

  • Option Consideration has the meaning set forth in Section 2.3(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 Borrower 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 Borrower or any of its Subsidiaries.