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.

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

  • 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.

  • 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.

  • 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.

  • 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 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.

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

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

  • Rollover Shares has the meaning given in the recitals.

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

  • 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.

  • 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).